Securities code: Dbappsecurity Co.Ltd(688023) securities abbreviation: Dbappsecurity Co.Ltd(688023) Announcement No.: 2022039 Dbappsecurity Co.Ltd(688023)
Announcement of resolutions of the 15th meeting of the second board of supervisors
The board of supervisors and all supervisors 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 integrity of its contents according to law.
1、 Meetings of the board of supervisors
Dbappsecurity Co.Ltd(688023) (hereinafter referred to as "the company") the 15th meeting of the second session of the board of supervisors was notified by email and telephone on April 12, 2022 and held by on-site voting on April 22, 2022. The meeting was convened and presided over by Feng Xuhang, chairman of the board of supervisors. There should be 3 supervisors and 3 actual supervisors. It complies with the relevant provisions of the company law, the securities law and the articles of association. The resolutions formed are legal and Effective.
2、 Deliberation at the meeting of the board of supervisors
(I) deliberated and passed the proposal on the company's 2021 annual report and summary
After review, the board of supervisors believes that the procedures of the Dbappsecurity Co.Ltd(688023) 2021 annual report prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Annual report of Dbappsecurity Co.Ltd(688023) 2021 and summary of annual report of Dbappsecurity Co.Ltd(688023) 2021.
Voting: 3 votes in favor; 0 votes against; There were no abstentions.
The proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the work report of the board of supervisors in 2021
Voting: 3 votes in favor; 0 votes against; There were no abstentions.
The proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the company's profit distribution plan for 2021
The board of supervisors held 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, in line with the relevant provisions of the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock exchange No. 1 - standardized operation and the articles of association, in line with the company's business status, conducive to the company's long-term development plan, and does not harm the company and its shareholders, Especially the interests of minority shareholders.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Dbappsecurity Co.Ltd(688023) 2021 annual profit distribution plan.
Voting: 3 votes in favor; 0 votes against; There were no abstentions.
The proposal must be submitted to the general meeting of shareholders for deliberation.
(IV) deliberated and passed the proposal on confirming the remuneration of supervisors of the company in 2021
Voting: 0 votes in favor; 0 votes against; 0 abstention, and all supervisors abstained from voting.
The proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the special report on the deposit and actual use of the company's raised funds in 2021
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Special report of Dbappsecurity Co.Ltd(688023) on the deposit and actual use of the company's raised funds in 2021.
Voting: 3 votes in favor; 0 votes against; There were no abstentions.
(VI) the proposal on the company's plan to sell part of the equity of wholly-owned subsidiaries and related party transactions was deliberated and passed. The board of supervisors held that this transaction is conducive to the development of the company's Internet of vehicles security business and the stability of core personnel, is in line with the realization of the company's long-term strategic objectives, and does not harm the interests of listed companies and shareholders. When the board of directors deliberated on this matter, the related directors avoided voting. The deliberation and decision-making procedures were in line with the provisions of relevant laws and regulations and the articles of association, and there was no harm to the interests of the company and shareholders. The board of supervisors agreed that the company sold part of the equity of its subsidiaries and related party transactions.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement of Dbappsecurity Co.Ltd(688023) on the proposed sale of part of the equity of subsidiaries and related party transactions.
Voting: 3 votes in favor; 0 votes against; There were no abstentions.
(VII) deliberated and passed the proposal on the 2021 annual social responsibility report of the company
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Dbappsecurity Co.Ltd(688023) 2021 annual social responsibility report.
Voting: 3 votes in favor; 0 votes against; There were no abstentions.
(VIII) deliberated and passed the proposal on the company's 2021 annual internal control evaluation report
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Internal control evaluation report of Dbappsecurity Co.Ltd(688023) 2021.
Voting: 3 votes in favor; 0 votes against; There were no abstentions.
(IX) the proposal on the company's purchasing liability insurance for directors, supervisors and senior managers was deliberated and adopted. The board of supervisors held that the company's purchasing liability insurance for directors, supervisors and senior managers can provide protection for the possible compensation liabilities 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 and promoting the responsible personnel to perform their duties, Improve the company's risk management system. Agree to the company's purchase of liability insurance for directors, supervisors and senior managers.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on purchasing liability insurance for directors, supervisors and senior managers.
Voting: 0 votes in favor; 0 votes against; 0 abstention, and all supervisors abstained from voting.
The proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(x) deliberated and passed the proposal on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021
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 2021 restricted stock incentive plan (hereinafter referred to as the "incentive plan"), the board of supervisors verified whether the incentive objects reserved for the company's 2021 restricted stock incentive plan met the grant conditions, and issued verification opinions on the following matters:
(1) The incentive objects to be granted rights and interests this time have the qualifications specified in the company law, the securities law and other laws, regulations and normative documents as well as the articles of association, meet the conditions of incentive objects specified in the administrative measures, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other documents, and meet the scope of incentive objects specified in the incentive plan, There is no circumstance stipulated in Article 8 of the management measures that cannot be the incentive object. 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.
