Securities code: Xgd Inc(300130) securities abbreviation: Xgd Inc(300130) Announcement No.: 2022016 Xgd Inc(300130)
Announcement on changing the purpose of share repurchase and cancellation
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Xgd Inc(300130) (hereinafter referred to as “the company”) deliberated and adopted the proposal on changing the purpose of share repurchase and cancellation at the 17th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors held on March 28, 2022. Considering that the shares repurchased but not yet used by the company are about to expire, combined with the company’s development plan, equity incentive scale, incentive effect and other factors, the company plans to change the purpose of repurchased shares from “all for equity incentive plan” to “all cancellation to reduce registered capital”. The board of directors of the company requests the general meeting of shareholders to authorize the management of the company to go through the relevant procedures of share repurchase and cancellation, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows:
1、 Overview of share repurchases
1. At the 26th meeting of the 4th board of directors held on October 19, 2018 and the 6th extraordinary general meeting of shareholders held on November 2, 2018, the company considered and approved the proposal on repurchase of some public shares, and agreed that the company would use its own funds to repurchase the company’s shares through centralized bidding transaction or other ways permitted by supervision, The repurchase amount shall not exceed RMB 100 million and not be less than RMB 50 million, the repurchase price shall not exceed RMB 13.00/share, and the period of share repurchase shall not exceed 9 months from the date when the shareholders’ meeting deliberates and approves the share repurchase plan. For details, please refer to the announcement on the plan for repurchase of some public shares (Announcement No.: 2018164) disclosed by the company on cninfo.com on October 19, 2018.
2. On November 20, 2018, the company held the 28th meeting of the Fourth Board of directors, deliberated and approved the proposal on the plan for repurchase of some public shares (Revised Draft), and revised the upper limit of share repurchase price from 13.00 yuan / share to 15.00 yuan / share. The company held the 30th meeting of the 4th board of directors on February 27, 2019, deliberated and approved the proposal on adjusting the scheme of repurchasing some social public shares, revised the upper limit of the price of repurchased shares from 15.00 yuan / share to 19.00 yuan / share, and made it clear that: (1) the purpose of this repurchased shares is to implement the equity incentive plan; (2) All funds used for repurchase are self owned funds; （3）
The way of share repurchase is centralized bidding transaction. For details, please refer to the announcement on the plan for repurchasing some social public shares (Revised Version) (Announcement No. 2018190) and the announcement on adjusting the plan for repurchasing some social public shares (Announcement No. 2019014) disclosed by the company on cninfo.com on November 21, 2018 and February 28, 2019.
3. As of the expiration of August 2, 2019, the company has repurchased shares through centralized bidding through the special securities account for stock repurchase, with a total number of 3526268 shares repurchased. The proportion of repurchased shares in the total share capital of the company on August 2, 2019 is 0.73%, the highest transaction price is 17.17 yuan / share, the lowest transaction price is 10.91 yuan / share, and the total amount of funds used is 5389840460 yuan (including transaction costs), The total interest generated from the repurchase fund is 1336572 yuan, and the total amount of funds paid for the repurchase includes the repurchase using part of the interest. For details, please refer to the announcement on the implementation progress and results of share repurchase and share changes disclosed by the company on cninfo.com on August 5, 2019 (Announcement No.: 2019106).
As of the date of this announcement, all the shares repurchased this time have been deposited in the company’s special securities account for repurchase.
2、 Reasons and contents for changing the purpose of share repurchase this time
According to relevant laws and regulations, the shares in the special account for repurchase of securities held by the company shall be cancelled before the expiration of the three-year period. Considering that the shares repurchased but not yet used by the company are about to expire, combined with the company’s development plan, equity incentive scale, incentive effect and other factors, the company plans to change the purpose of repurchased shares from “all for equity incentive plan” to “all cancellation to reduce registered capital”, that is, it plans to cancel the remaining 3526268 shares in the special securities account for repurchase. After the cancellation, the total share capital of the company will be changed from 489197278 shares to 485671010 shares.
3、 Changes in the company’s share capital after the completion of this cancellation
Nature of shares repurchased before this change and cancelled after this change
Quantity (share) proportion% quantity (share) proportion
1、 Sales restriction conditions 13383505427.36% 013383505427.56% tradable shares
2、 Unlimited sales note 35536222472.64% 352626835183595672.44% circulating shares
3、 Total share capital 489197278100.00% / 485671010100.00%
Note: the final situation of the above changes in share capital structure shall be subject to the share capital structure table issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the purpose of share repurchase and cancellation are changed.
The change of the purpose of share repurchase and cancellation still need to be reviewed and approved by the general meeting of shareholders of the company, and apply to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. for cancellation procedures in accordance with relevant regulations. After this share cancellation, the equity distribution of the company still meets the listing conditions and will not change the status of the company as a listed company.
4、 Impact of this cancellation on the company
This change in the purpose of share repurchase and cancellation is a decision made according to the actual operation and development plan of the company, which is conducive to further improving the level of earnings per share of the company, will not have a significant impact on the financial status and operating results of the company, and will not damage the interests of the company and small and medium-sized investors.
5、 Opinions of independent directors
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.
6、 Verification opinions of the board of supervisors
The cancellation of the remaining shares in the special securities account for repurchase of the company this time complies 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 the review procedures are legal and compliant, which will not have a significant impact on the financial status and operating results of the company, nor damage the interests of the company and all shareholders. In conclusion, we agree to cancel the remaining shares in the special securities account for repurchase this time.
7、 Documents for future reference
1. Resolutions of the 17th meeting of the 5th board of directors;
2. Resolutions of the 15th meeting of the 5th board of supervisors;
3. Xgd Inc(300130) independent directors’ independent opinions on 2021 annual report and related matters;
4. Xgd Inc(300130) opinions of the board of supervisors on relevant matters of the company.
It is hereby announced.
Xgd Inc(300130) board of directors
March 30, 2022
