Independent opinions of independent directors on 2021 annual report and related matters
As an independent director of Xgd Inc(300130) (hereinafter referred to as “the company”), in accordance with the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the working system of independent directors, the articles of association and other relevant laws, regulations and rules of the company, We hereby express our opinions on the disclosure of the company’s 2021 annual report and the relevant matters considered at the 17th meeting of the Fifth Board of directors as follows:
1、 Special instructions and independent opinions on the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and other related parties in 2021
In accordance with the notice on Several Issues concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies, the notice on regulating external guarantees of listed companies, the notice on Several Issues concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies (revised in 2017), the articles of association and other relevant provisions, we, as independent directors of the company, During the reporting period, the company’s controlling shareholders and related parties carefully checked the occupation of the company’s funds and external guarantees, and issued special instructions and independent opinions as follows: (I) the occupation of the company’s funds by controlling shareholders and other related parties
It is verified that in 2021, the company did not occupy the company’s funds in violation of regulations or in disguised form by the controlling shareholders and other related parties, nor did the controlling shareholders, actual controllers and other related parties occupy the company’s funds in previous years and accumulated to December 31, 2021.
(II) external guarantee
On April 6, 2021, the company held the 10th meeting of the 5th board of directors, deliberated and passed the proposal on providing annual guarantee for subsidiaries to apply for credit line from banks. In order to ensure the smooth development of daily business of subsidiaries, the company paid tribute to Shenzhen Xgd Inc(300130) payment technology Co., Ltd., Zhejiang Zhongzheng Intelligent Technology Co., Ltd., Changsha Gongxin Chengfeng Information Technology Service Co., Ltd., nexgo Inc Jialian payment Co., Ltd., Xgd Inc(300130) International Co., Ltd. and other holding subsidiaries provide joint and several liability guarantee of no more than 4.5 billion yuan to financial institutions for credit and other businesses. The guarantee was deliberated and approved by the 2020 annual general meeting of shareholders held on April 27, 2021.
As of December 31, 2021, the total amount of guarantee for subsidiaries approved by the company is 450 million yuan, and the proportion of audited net assets is 11.93%; The actual guarantee balance of the company for its subsidiaries was 623671 million yuan, accounting for 2.45% of the audited net assets in 2021. The subsidiary provided guarantee counter guarantee of 300 million yuan to Shenzhen guarantee Group Co., Ltd. for the non-public issuance of corporate bonds, accounting for 11.79% of the audited net assets of the company in 2021.
In addition to the above guarantees, the company has not provided guarantees for the controlling shareholders and other related parties, and has not provided guarantees for other related parties, any unincorporated units or individuals holding less than 50% of the company’s shares. There are no illegal external guarantees, and there are no illegal external guarantees that occurred in previous years and accumulated to the end of this report. The controlling shareholder, actual controller and other related parties also did not force the company to provide guarantee for others. The external guarantee of the company complies with the relevant provisions of laws and regulations, and there is no illegal external guarantee.
2、 Independent opinion on the 2021 annual report and its summary
As an independent director, we listened to the management’s report on the operation work in 2021 before the preparation of the company’s annual report, conducted on-site investigation, fully communicated with the accountants of Dahua Certified Public Accountants (special general partnership), and paid attention to the company’s annual operation data and major events. After reviewing the annual report, we believe that the 2021 annual report and its summary are true, accurate and complete, objectively reflect the actual operation of the company during the reporting period, and do not damage the legitimate rights and interests of shareholders, especially minority shareholders. Agree to submit the 2021 annual report and its summary to the general meeting of shareholders for deliberation.
3、 Independent opinions on 2021 profit distribution plan
After verification, the independent directors believe that the plan proposed by the board of directors of the company not to carry out profit distribution in 2021 is in line with the actual situation of the company and the cash dividend policy specified in the articles of association. The profit distribution plan has legitimacy, compliance and rationality, does not damage the rights and interests of minority shareholders, and is conducive to the long-term development of the company.
Therefore, all independent directors of the company agreed to the proposal on profit distribution plan for 2021 and submitted it to the general meeting of shareholders for deliberation.
4、 Independent opinion on self-evaluation report of internal control in 2021
After reading the company’s 2021 internal control self-evaluation report and relevant verification, we believe that the company has established a relatively perfect internal control system and can be effectively implemented during the reporting period. The company’s self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
The deliberation and voting procedures of the board of directors on the proposal comply with the provisions of the normative documents on the listing of gem shares of Shenzhen Stock Exchange and the articles of association, and its decision-making procedures are legal and effective.
In view of this, all independent directors of the company agreed to the proposal on self-evaluation report on internal control in 2021 and submitted it to the general meeting of shareholders for deliberation.
5、 Independent opinions on confirming the remuneration of directors and senior managers in 2021
In 2021, the company established a sound and effective assessment and incentive system for directors and senior managers, which can be effectively implemented, which is conducive to the realization of the company’s business objectives and strategic objectives. The formulation of the company’s assessment and incentive system and salary payment procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association. The deliberation and voting procedures of the board of directors on the proposal comply with the provisions of relevant laws, regulations, normative documents such as the Listing Rules of GEM stocks and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, as well as the articles of association, and its decision-making procedures are legal and effective.
In view of this, all independent directors of the company agree to the proposal on confirming the remuneration of directors and senior managers in 2021 and submit the remuneration of directors to the general meeting of shareholders for deliberation.
6、 Independent opinion on the proposed renewal of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022
After careful consideration of the company’s proposal on the proposed renewal of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, we believe that in the process of providing audit services for the company over the years, Dahua Certified Public Accountants (special general partnership) has strictly abided by professional ethics, worked seriously and rigorously, and has sufficient independence, professionalism and investor protection ability, The reports issued can objectively and truly reflect the company’s financial situation and operating results, and the company has a good long-term cooperative relationship with it.
The renewal of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 is in line with the interests of the company and shareholders, especially the interests of minority shareholders. We agree to recommend Dahua Certified Public Accountants (special general partnership) as the audit institution of listed companies and submit it to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the company and its subsidiaries applying for comprehensive credit line and providing guarantee to the bank in 2022
In 2022, the company and its subsidiaries applied to the bank for comprehensive credit line and provided guarantee to meet the needs of the company’s daily production and operation activities, help to broaden financing channels, optimize financing structure, supplement the company’s working capital and business development, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
In view of this, all independent directors of the company agreed to the proposal on the company and its subsidiaries applying for comprehensive credit line and providing guarantee to the bank in 2022 and submitted it to the general meeting of shareholders for deliberation.
8、 Independent opinions on the company and its subsidiaries using their own funds to purchase financial products
After careful consideration of the proposal on the company and its subsidiaries using their own funds to purchase financial products, we believe that the company’s internal control is relatively perfect, its operation is good and its financial situation is stable. Purchasing financial products without affecting the company’s normal operation and capital safety is conducive to further improving the use efficiency of their own funds and increasing the company’s capital income. The company uses idle self owned funds with a quota of no more than 1 billion yuan to purchase financial products. The approval procedure is legal and will not have an adverse impact on the company’s business activities. We agree to the proposal on the company and its subsidiaries using their own funds to purchase financial products.
9、 Independent opinions on changing the purpose and cancellation of repurchased shares
The company’s change in the purpose of share repurchase and cancellation this time comply with the relevant provisions of laws and regulations such as the securities law, the rules for share repurchase of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchase, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders, and will not have a significant impact on the company’s debt performance ability and sustainable operation ability, It will not affect the listing status of the company. We unanimously agree to change the purpose of share repurchase and cancel the matter, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on cancellation of some granted stock options in 2020 and 2021 stock option incentive plans
After carefully reading the relevant materials, the independent directors believe that: 7 original incentive objects of the company’s 2020 stock option incentive plan and 12 original incentive objects of the company’s 2021 stock option incentive plan no longer serve in the system of the company and its holding subsidiaries due to personal reasons and no longer meet the equity incentive conditions, The cancellation of the stock options granted to the original incentive objects by the company complies with the relevant provisions of the administrative measures for equity incentive of listed companies, the 2020 stock option incentive plan (Draft) and the 2021 stock option incentive plan (Draft), and will not have a substantive impact on the company’s financial status and operating results, nor will it affect the diligence of the company’s management team. When the board of directors of the company deliberated on relevant proposals, the related directors have avoided voting, and their deliberation and voting procedures comply with the provisions of relevant laws, regulations, normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the articles of association.
All independent directors agreed to the proposal on cancellation of some granted stock options in 2020 and 2021 stock option incentive plan.
11、 Independent opinions on the achievement of exercise conditions in the first exercise period of 2021 stock option incentive plan
According to the company’s stock option plan, the first appraisal period of the company’s stock option plan has expired, and the first evaluation period of the company’s stock option plan has met the conditions specified in the 2021 annual incentive plan. After verification, the first evaluation period of the company’s stock option plan has been qualified.
This exercise complies with the relevant provisions of the company’s 2021 stock option incentive plan (Draft), and the incentive object meets the qualification conditions for exercise. Its qualification as the subject of this exercisable incentive object is legal and effective, and there is no harm to the interests of the company and all shareholders. The decision-making procedure of the proposal complies with the provisions of laws, administrative regulations and the articles of association. The meeting procedure is legal and the resolution is effective, which is in line with the interests of the company and all shareholders. We unanimously agree that 183 incentive objects of stock options in the company’s equity incentive plan will exercise their rights within the specified exercise period.
12、 Independent opinions on the draft and summary of the company’s 2022 stock option incentive plan
After reviewing the proposal on the draft and summary of the company’s 2022 stock option incentive plan, we believe that: 1. The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies, the Listing Rules of Shenzhen Stock Exchange gem and other laws, regulations, rules and normative documents, and the company is qualified to implement the equity incentive plan.
2. The incentive objects determined in the 2022 stock option incentive plan of the company meet the qualifications specified in the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the articles of association and other laws, regulations and normative documents. The incentive objects determined in the incentive plan are formal employees of the company (including subsidiaries), excluding 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, and there are no following circumstances:
(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.
The determined incentive objects meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and meet the incentive object scope specified in the Xgd Inc(300130) 2022 stock option incentive plan (Draft) and its abstract. Its subject qualification as the incentive object of the company’s equity incentive plan is legal and effective.
3. The contents of the Xgd Inc(300130) 2022 stock option incentive plan (Draft) and its abstract comply with the provisions of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies and the Listing Rules of GEM stocks of Shenzhen Stock Exchange. The granting arrangement and attribution arrangement of incentive objects do not violate the provisions of relevant laws and regulations and the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The deliberation and voting procedures of the board of directors on the proposal comply with the provisions of relevant laws, regulations, normative documents such as the Listing Rules of GEM stocks and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, as well as the articles of association, and its decision-making procedures are legal and effective.
6. The company’s stock option incentive plan is conducive to the development of the company
