Guohao law firm (Hangzhou)
About
Restricted stock incentive plan for 2021
Grant reserved restricted shares to incentive objects
of
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 85775888 fax / Fax: (+ 86) (571) 85775643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
April, 2002
Guohao law firm (Hangzhou)
about
Restricted stock incentive plan for 2021
Grant reserved restricted shares to incentive objects
of
Legal opinion
To: Dbappsecurity Co.Ltd(688023)
According to the special legal service entrustment agreement signed between Dbappsecurity Co.Ltd(688023) (hereinafter referred to as ” Dbappsecurity Co.Ltd(688023) ” or “the company”) and Guohao law firm (Hangzhou) (hereinafter referred to as “the firm”), the firm accepts Dbappsecurity Co.Ltd(688023) entrustment and, in the capacity of special legal counsel, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) 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”) and other relevant laws, regulations and normative documents, as well as the provisions of the Dbappsecurity Co.Ltd(688023) 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan” or “this incentive plan”), This legal opinion is issued for Dbappsecurity Co.Ltd(688023) this incentive plan to grant reserved restricted shares (hereinafter referred to as “this grant”) to the incentive object.
Part I Introduction
This legal opinion is based on the facts that have occurred or existed before the date of issuance of this legal opinion and the legal opinions issued by the existing laws, regulations and normative documents in China, and does not provide opinions on non legal matters. Before issuing this legal opinion, Dbappsecurity Co.Ltd(688023) has issued a letter of commitment to our lawyers, promising that the information provided to our lawyers is true, complete and effective without concealment, falsehood and misleading.
There are no false, seriously misleading statements and major omissions in this legal opinion. Otherwise, the exchange is willing to bear corresponding legal liabilities according to law.
This legal opinion can only be used for the purpose of Dbappsecurity Co.Ltd(688023) granting restricted shares to the incentive object this time, and can not be used for any other purpose without the prior written permission of the exchange.
The exchange agrees to take this legal opinion as one of the necessary legal documents for Dbappsecurity Co.Ltd(688023) to grant restricted shares to the incentive object this time, report and publicly disclose it together with other application materials, and bear the responsibility for the legal opinion issued in accordance with the law.
The lawyers of this firm have conducted reasonable, necessary and possible verification, verification and Discussion on the information, documents and relevant facts provided or disclosed by Dbappsecurity Co.Ltd(688023) as well as the legal issues involved in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and issued this legal opinion.
The second part is the main body
1、 Approval and authorization of reserved granting items in this incentive plan
1. On October 25, 2021, the company held the 10th meeting of the second session of the board of directors, 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 method “, 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 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.
2、 Reserved awards of this incentive plan
(I) date of this grant
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 was April 22, 2022, which was in line with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the incentive plan.
After verification, our lawyers believe that the grant date of this grant is the trading day, and the grant date determined by the board of directors of the company within 12 months from the date of deliberation and approval of this incentive plan by the general meeting of shareholders complies with the administrative measures and other laws and regulations as well as the relevant provisions of the incentive plan.
(II) object, quantity and price of this grant
According to the authorization of the third extraordinary general meeting of the company in 2021 to the board of directors, the company held the 17th meeting of the second board of directors on April 22, 2022 to consider and pass the proposal on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021. The incentive objects granted this time are 3 people, and 308675 shares of restricted shares are granted to other personnel deemed necessary by the board of directors, The grant price is 178.00 yuan / share.
After verification, our lawyers believe that the granting object, number and price of the reserved restricted shares granted by the company this time comply with the administrative measures and other laws and regulations and the relevant provisions of the incentive plan.
(III) conditions of this grant
According to the incentive plan, the board of directors may grant restricted shares to the incentive object according to the authorization of the general meeting of shareholders when the following conditions are met at the same time:
1. The company is not under any of the following circumstances:
(1) The financial and accounting 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;
(2) The internal control of the financial report of the latest 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, 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. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within 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) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(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.
According to the letter of commitment issued by Dbappsecurity Co.Ltd(688023) and the announcement documents of the company, and verified by the lawyers of the firm, as of the grant date of the equity incentive plan, Dbappsecurity Co.Ltd(688023) and the incentive object have not had the above situation. Lawyers of the firm believe that Dbappsecurity Co.Ltd(688023) granting restricted shares to incentive objects complies with the administrative measures and other laws and regulations and the relevant provisions of the incentive plan.
3、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company’s 2021 restricted stock incentive plan has obtained the necessary approval and authorization for granting reserved restricted shares to incentive objects at this stage; The determination of the grant date of the reserved restricted shares, the grant object, the grant quantity and the grant price comply with the administrative measures and other laws and regulations and the relevant provisions of the incentive plan; The conditions for the company to grant reserved restricted shares to the incentive object have been met. The company’s granting of reserved restricted shares to the incentive object complies with the administrative measures and other laws and regulations as well as the relevant provisions of the incentive plan, which is legal and effective.
——End of legal opinion——
