Securities code: Dbappsecurity Co.Ltd(688023) securities abbreviation: Dbappsecurity Co.Ltd(688023) Announcement No.: 2022033 Dbappsecurity Co.Ltd(688023)
On Abolishing the reserved part of 2020 restricted stock incentive plan
Announcement on the granting of restricted shares not yet vested
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.
Dbappsecurity Co.Ltd(688023) (hereinafter referred to as ” Dbappsecurity Co.Ltd(688023) ” or “the company”) deliberated and adopted the proposal on Abolishing the granted but not vested restricted shares reserved in the 2020 restricted stock incentive plan at the 17th meeting of the second board of directors and the 15th meeting of the second board of supervisors held on April 22, 2022. The relevant matters are hereby announced as follows:
1、 Decision making procedures and information disclosure of the company’s 2020 restricted stock incentive plan (1) on August 25, 2020, the company held the 20th meeting of the first board of directors, deliberated and adopted the proposal on Dbappsecurity Co.Ltd(688023) 2020 restricted stock incentive plan (Draft) and its summary The proposal on the measures for the administration of the implementation and assessment of the Dbappsecurity Co.Ltd(688023) 2020 restricted stock incentive plan 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 expressed independent opinions on whether the company’s 2020 restricted stock incentive plan (hereinafter referred to as “the incentive plan”) is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders. On the same day, the company held the 17th meeting of the first session of the board of supervisors, deliberated and approved the proposal on Dbappsecurity Co.Ltd(688023) 2020 restricted stock incentive plan (Draft) and its summary, the proposal on Dbappsecurity Co.Ltd(688023) 2020 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) 2020 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 August 26, 2020, 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 (Announcement No.: 2020031) was disclosed. According to the entrustment of other independent directors of the company, Mr. Zhang Xiaorong, the independent director, as the soliciter, solicited voting rights for the second east of the company in 2020.
(3) From August 27, 2020 to September 5, 2020, 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 September 9, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement 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 2020 (Announcement No.: 2020033).
(4) On September 15, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and passed the proposal on Dbappsecurity Co.Ltd(688023) 2020 restricted stock incentive plan (Draft) and its summary, the proposal on Dbappsecurity Co.Ltd(688023) 2020 restricted stock incentive plan implementation assessment and management measures “, and the proposal on requesting 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 case of stock trading by using insider information. On September 16, 2020, 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 2020 restricted stock incentive plan (Announcement No.: 2020034). (5) On October 19, 2020, the company held the 21st Meeting of the first board of directors and the 18th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2020 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. 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, 2021, the company held the fourth meeting of the second board of directors and the third meeting of the second board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the 2020 restricted stock incentive plan, 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 provisions. The independent directors of the company expressed independent opinions on the above matters, and the board of supervisors verified the list of incentive objects reserved for the grant date and issued verification opinions.
(7) On July 12, 2021, the company held the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the grant price of the 2020 restricted stock incentive plan and the proposal on granting the reserved remaining restricted shares to the incentive objects of the 2020 restricted stock incentive plan. It is considered that the conditions for granting the reserved remaining restricted shares have been met, The qualification of incentive objects is legal and valid, and the determined grant date meets the relevant provisions. The independent directors of the company expressed independent opinions on the above matters, and the board of supervisors verified the list of incentive objects reserved for the grant date and issued verification opinions.
(8) On October 22, 2021, the company held the ninth meeting of the second board of directors and the seventh meeting of the second board of supervisors, and deliberated and adopted the proposal on canceling the part of 2020 restricted stocks that have been granted but not yet vested, and the proposal on meeting the vesting conditions in the first vesting period of the first vesting part of the company’s 2020 restricted stock incentive plan. The independent directors of the company expressed their independent opinions on the above-mentioned proposal, and the board of supervisors of the company verified the list of incentive objects that met the attribution conditions in the first vesting period and issued verification opinions.
(9) On November 17, 2021, the company completed the share registration procedures for the first vesting period of the first part of the 2020 restricted stock incentive plan. The number of restricted shares vested was 318350 shares. China Securities Depository and Clearing Co., Ltd. Shanghai Branch issued the certificate of securities change registration. On November 19, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement on the vesting results of the first vesting period of the first vesting part of the 2020 restricted stock incentive plan and the listing of shares. (10) 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 approved the proposal on Abolishing the granted restricted shares that have not been vested in the reserved part of the 2020 restricted stock incentive plan and the proposal on meeting the vesting conditions in the first vesting period of the reserved part of the company’s 2020 restricted stock incentive plan, The independent directors of the company expressed their independent opinions on the above proposal, and the board of supervisors of the company verified the list of incentive objects that met the attribution conditions in the first vesting period and issued verification opinions.
2、 Details of the cancellation of restricted shares this time
According to the relevant provisions of the company’s 2020 restricted stock incentive plan and the management measures for the implementation and assessment of the company’s 2020 restricted stock incentive plan, in view of the resignation of two incentive objects in total of some incentive objects reserved in the company’s 2020 restricted stock incentive plan, the above-mentioned persons have not met the provisions on Incentive objects in the company’s incentive plan, and the qualification of the above-mentioned incentive objects shall be cancelled, A total of 4500 restricted shares that have been granted but not yet vested will be cancelled.
Therefore, the total number of restricted shares invalidated this time is 4500.
3、 The impact of the cancellation of some restricted shares on the company
The implementation of the stock incentive plan will not affect the company’s core personnel and the stability of the company’s technical team, and will not affect the company’s operation team.
4、 Opinions of the board of supervisors
The cancelled part of the reserved restricted shares that have been granted but not yet vested comply with relevant laws and regulations and the relevant provisions of the company’s 2020 restricted stock incentive plan, and there is no situation that damages the interests of shareholders. Therefore, we agree that the company has granted some reserved restricted shares that have not yet been vested.
5、 Opinions of independent directors
The cancellation of some restricted shares complies with the relevant provisions of the Listing Rules of Shanghai Stock Exchange science and innovation board, 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.
6、 Lawyer’s concluding observations
The lawyer of Guohao law firm (Hangzhou) believes that as of the issuance date of this legal opinion, the cancellation of some restricted shares reserved and granted in the company’s 2020 restricted stock incentive plan has obtained the necessary approval and authorization at this stage. The above matters comply with the company law, securities law, administrative measures and other laws and regulations as well as the relevant provisions of the incentive plan, which are legal and effective.
It is hereby announced.
Dbappsecurity Co.Ltd(688023) board of directors April 23, 2022
