Securities code: Dbappsecurity Co.Ltd(688023) securities abbreviation: Dbappsecurity Co.Ltd(688023) Announcement No.: 2022038 Dbappsecurity Co.Ltd(688023)
Announcement of resolutions of the 17th meeting of the second board of directors
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 responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
Dbappsecurity Co.Ltd(688023) (hereinafter referred to as “the company”) the 17th meeting of the second board of directors was held on April 22, 2022 by on-site combined with communication voting. The notice of the meeting was sent to all directors by telephone and e-mail on April 12, 2022. The meeting was presided over by Mr. Fan yuan, chairman of the company. There were 9 directors and 9 actual directors. The meeting was held in accordance with the relevant provisions of 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”) and the articles of association, and the resolutions formed were legal and effective.
2、 Deliberations of the board meeting
The following proposals were considered and passed by voting of the directors present:
（1） The proposal on the 2021 annual report and summary of the company was deliberated and adopted
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The company’s 2021 annual report and the company’s 2021 annual report summary.
（2） Deliberated and passed the proposal on the work report of the general manager of the company in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
（3） Deliberated and passed the proposal on the work report of the board of directors of the company in 2021
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation
Voting: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation
Voting: 9 in favor, 0 against and 0 abstention.
（5） Deliberated and passed the proposal on the company’s profit distribution plan for 2021
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of profit distribution plan for 2021.
（6） The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the renewal of the company’s audit institution in 2022.
（7） The proposal on confirming the remuneration of directors and senior managers of the company in 2021 was deliberated and adopted, which needs to be submitted to the 2021 annual general meeting of shareholders for deliberation
Voting: 0 in favor, 0 against, 0 abstention, and all directors abstain from voting.
（8） The proposal on the special report on the deposit and actual use of the company’s raised funds in 2021 was reviewed and approved
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and actual use of the company’s raised funds in 2021.
（9） The proposal on the performance report of the audit committee of the company in 2021 was deliberated and adopted
Voting: 9 in favor, 0 against and 0 abstention.
Performance report of the Committee in 2021.
（10） Deliberated and passed the proposal on the work report of the company’s independent directors in 2021
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the work of independent directors in 2021.
（11） The proposal on the 2021 annual social responsibility report of the company was deliberated and adopted
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) 2021 social responsibility report.
（12） The proposal on the company’s 2021 annual internal control evaluation report was deliberated and adopted
No votes, 9 abstentions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Internal control evaluation report in 2021.
（13） The proposal on the company’s purchase of liability insurance for directors, supervisors and senior managers was deliberated and adopted, which needs to be submitted to the 2021 annual general meeting of shareholders for deliberation
Voting: 0 in favor, 0 against, 0 abstention, and all directors abstain from voting.
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.
（14） The proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures was deliberated and adopted
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures.
（15） Deliberated and passed the proposal on modifying some basic management systems of the company
(1) Proposal on Amending the registration and management system of insiders
(2) Proposal on Amending the implementation rules of the salary and assessment committee
(3) Proposal on Amending the implementation rules of the strategy and Development Commission
(4) Proposal on Amending the implementation rules of the audit committee
(5) Proposal on Amending the implementation rules of the nomination committee
(6) Proposal on Amending the working rules of independent directors
(7) Proposal on Amending the management system of raised funds
(8) Proposal on Amending the rules of procedure of the general meeting of shareholders
(9) Proposal on Amending the rules of procedure of the board of directors
Sub proposals (1) – (5) are within the deliberation authority of the board of directors, and sub proposals (6) – (9) need to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting: 9 in favor, 0 against and 0 abstention.
（16） Deliberated and passed the proposal on Amending the articles of Association
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on Amending the articles of association of the company.
（17） The proposal on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021 was deliberated and adopted
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021.
（18） The proposal on Abolishing the restricted shares that have been granted but not yet vested in the reserved part of the 2020 restricted stock incentive plan was deliberated and adopted
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on Abolishing the reserved part of the 2020 restricted stock incentive plan and granting the non vested restricted shares.
（19） The proposal that the first vesting period of the company’s 2020 restricted stock incentive plan meets the vesting conditions was deliberated and adopted
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement that the first vesting period of the reserved grant part of the 2020 restricted stock incentive plan meets the vesting conditions.
（20） Deliberation and approval of the proposal on the company’s proposed sale of part of the equity of wholly-owned subsidiaries and related party transactions: 8 votes in favor, 0 against and 0 abstention. Mr. Wu Zhuoqun, a related director, abstained from voting. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the proposed sale of part of the equity of subsidiaries and related party transactions.
（21） The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Notice on convening the 2021 annual general meeting of shareholders.
（22） The proposal on the first quarter report of the company in 2022 was deliberated and adopted
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The first quarter report of 2022.
It is hereby announced.
Dbappsecurity Co.Ltd(688023) board of directors April 23, 2022
