Dbappsecurity Co.Ltd(688023) : Announcement on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures

Securities code: Dbappsecurity Co.Ltd(688023) securities abbreviation: Dbappsecurity Co.Ltd(688023) Announcement No.: 2022031 Dbappsecurity Co.Ltd(688023) announcement on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures. 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 integrity of its contents according to law. 1、 Overview of this authorization. In accordance with the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange, and the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the science and Innovation Board of Shanghai Stock Exchange, the company held the 17th meeting of the second board of directors on April 22, 2022, The proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through simple procedures was deliberated and adopted. It was agreed that the board of directors of the company requested the general meeting of shareholders to authorize the board of directors and authorized persons of the board of directors to issue shares with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the most recent year, The authorization period is from the date of adoption of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders. The independent directors have expressed their independent opinions on the matter, and the proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 2、 The specific contents of this authorization (I) confirm whether the company meets the conditions for issuing shares to specific objects through simple procedures (hereinafter referred to as “micro fast financing”), and authorize the board of directors to issue shares in accordance with the company law, the securities law, the measures for the administration of securities Issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other laws and regulations, normative documents and the articles of association, Conduct self-examination and demonstration on the actual situation and relevant matters of the company, and confirm whether the company meets the conditions for issuing shares to specific objects through simple procedures. (II) types and par value of shares issued. The types of shares issued this time are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. (III) issuing method, issuing object and arrangement of placing to the original shareholders. The shares issued this time are non-public issued to specific objects, and the issuing objects are legal persons, natural persons or other legal investment organizations that meet the provisions of the regulatory authorities and no more than 35 specific objects. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object. If a trust company is the issuing object, it can only subscribe with its own funds. The final issuing object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the subscription quotation and the authorization of the general meeting of shareholders. All the objects of this issuance of shares are subscribed in cash. (IV) pricing benchmark date, pricing principle, issue price and issue quantity the pricing benchmark date of this issue of shares is the first day of the issuance period, and the issue price shall not be less than 80% of the average stock trading price of the 20 trading days before the pricing benchmark date (the calculation formula is: the average stock trading price of the 20 trading days before the pricing benchmark date = the total stock trading volume of the 20 trading days before the pricing benchmark date / the total stock trading volume of the 20 trading days before the pricing benchmark date). The number of issues shall be determined by dividing the total amount of raised funds by the issue price, which shall not exceed 30% of the total share capital of the company before the issue. The final issuance price and quantity will be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the inquiry results and the authorization of the general meeting of shareholders. (V) during the restricted sale period, the shares subscribed by the issuing object shall not be transferred within 6 months from the date of issuance. If the issuing object falls under the circumstances specified in paragraph 2 of Article 57 of the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation), the shares subscribed by it shall not be transferred within 18 months from the date of completion of the issuance. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. The shares obtained by the issuing object from the shares issued by the listed company to specific objects and derived from the distribution of stock dividends by the listed company and the conversion of capital reserve shall also comply with the above share locking arrangements. After the expiration of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange. (VI) amount and purpose of the raised funds the total amount of the funds raised by this issuance of shares shall not exceed 300 million yuan and shall not exceed 20% of the net assets at the end of the most recent year. The company plans to use the raised funds for the construction of projects related to the company’s main business and to supplement working capital. The proportion used to supplement working capital shall comply with the relevant provisions of the regulatory authorities. At the same time, the use of the raised funds shall comply with the following provisions: 1. It shall invest in the business in the field of scientific and technological innovation; 2. Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management; 3. The raised funds shall not be used for financial investment or invested directly or indirectly in companies whose main business is the trading of securities; 4. After the implementation of the fund-raising project, it will not add horizontal competition, obviously unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company’s production and operation. (VII) accumulated profits before the issuance after arranging the issuance of shares, the accumulated undistributed profits of the company before the issuance shall be shared by the new and old shareholders of the company according to the proportion of shares after the issuance. (VIII) listing place the shares issued this time will be listed and traded on the science and Innovation Board of Shanghai Stock Exchange. (IX) authorize the board of directors to handle the specific contents of matters related to the issuance of shares to specific objects through simple procedures, and authorize the board of directors to handle all matters related to this microfinance within the scope of complying with this proposal, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other laws, regulations and normative documents, including but not limited to: (1) handling the declaration of this microfinance, Including making, modifying, signing and reporting relevant application documents and other legal documents; (2) In accordance with laws, regulations, other normative documents and the articles of association, and in accordance with the requirements of the regulatory authorities and in combination with the actual situation of the company, formulate, adjust and implement the microfinance scheme, including but not limited to determining and adjusting the amount of raised funds, issuing price, issuing quantity, issuing object and all other matters related to the issuance scheme, And determine the issuance timing of this microfinance; (3) . handle and implement the issuance, share listing and sales restriction of this microfinance, and handle the information disclosure related to this microfinance in accordance with the regulatory requirements; (4) , sign, modify, supplement, complete, submit and execute all agreements, contracts and documents related to this microfinance (including but not limited to sponsor and underwriting agreements, agreements related to raised funds, subscription agreements signed with investors, announcements and other disclosure documents); (5) . set up a special account for the raised funds issued this time, and adjust the specific arrangements for the investment projects of the raised funds within the scope authorized by the general meeting of shareholders according to the requirements of relevant competent departments and the actual situation of the securities market; (6) Employ intermediary institutions such as sponsors (lead underwriters) and deal with other matters related thereto; (7) After the amendment of the articles of association is completed, other matters related to the issuance of small capital shall be handled according to the results of the amendment of the articles of Association; (8) . after the completion of the small amount fast financing, handle the registration, locking and listing of the issued shares on the science and Innovation Board of Shanghai Stock Exchange and Shanghai Branch of China Securities Depository and Clearing Co., Ltd; (9) . in case of force majeure or other circumstances that are sufficient to make this microfinance difficult to implement, or although it can be implemented, it will bring adverse consequences to the company, or when the microfinance policy changes, decide to postpone the implementation of this microfinance scheme or terminate it in advance, or continue to handle this microfinance in accordance with the new microfinance policy; (10) Handle other matters related to this microfinance within the scope permitted by laws, regulations, normative documents and the articles of Association (x). The validity period of this authorization. This authorization is valid from the date of adoption of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders. At the same time, the board of directors requested the general meeting of shareholders to approve the board of directors to delegate the above authorization to the chairman or his authorized person under the condition of obtaining the above authorization, and the validity period of the delegation is the same as above. The company will timely perform the relevant information disclosure obligations according to the follow-up progress of the authorization. Please pay attention to the investment risks. It is hereby announced Dbappsecurity Co.Ltd(688023) board of directors April 23, 2022