Securities code: Xgd Inc(300130) securities abbreviation: Xgd Inc(300130) Announcement No.: 2022021 Xgd Inc(300130)
Notice on convening the 2021 annual general meeting of shareholders
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”) held the 17th meeting of the 5th board of directors on March 28, 2022 and decided to hold the 2021 annual general meeting of shareholders at 14:30 on April 19, 2022. The relevant matters of the meeting are hereby notified as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: this general meeting of shareholders is the 2021 annual general meeting of shareholders of the company.
2. Convener of the general meeting of shareholders: the convener of this general meeting of shareholders is the board of directors of the company, which is convened by the resolution of the 17th meeting of the Fifth Board of directors of the company.
3. Legality and compliance of the meeting: the convening of the shareholders’ meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
4. Date and time of the meeting:
The on-site meeting will be held at 14:30 on Tuesday, April 19, 2022.
Online voting time: the specific time of online voting through the system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on April 19, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on April 19, 2022.
5. Convening method of the meeting: the shareholders’ meeting is held by combining on-site voting, online voting and entrusted independent director voting (hereinafter referred to as “solicitation voting”).
(1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through a power of attorney (see Annex 2).
(2) Online voting: the company will provide an online voting platform to all shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange. Shareholders can exercise their voting rights through the above system during online voting time.
(3) Entrusted independent directors to vote: Mr. Xu Yingpeng, an independent director, is entrusted by other independent directors as an independent director
The solicitors shall report to the public on the relevant proposals of the 2021 annual general meeting of shareholders to be held on April 19, 2022
All shareholders of the company solicit voting rights. For details, please refer to the announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022022) disclosed on cninfo.com, the gem information disclosure website designated by the CSRC on the same day as this notice.
(4) For the same voting right, only one of on-site voting, online voting or entrusted independent director voting can be selected, and repeated voting is not allowed. If there is repeated voting for the same voting right, the first valid voting result shall prevail.
6. Equity registration date of the meeting: Tuesday, April 12, 2022.
7. Attendees:
(1) Shareholders or their agents who hold the issued voting shares of the company on the equity registration date.
The equity registration date of this shareholders’ meeting is Tuesday, April 12, 2022. Where on April 2022
At 15:00 p.m. on June 12, at the closing of the market, all shareholders of the company registered in China Clearing Shenzhen Branch have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not have to be a shareholder of the company.
The company’s shares held in the company’s special repurchase account do not enjoy voting rights.
If the shareholders are the incentive objects of the company’s 2022 stock option incentive plan, items 10-12 need to be discussed
The motion was withdrawn from voting.
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers and other personnel employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue: 20 / F, block B, building 10, Shenzhen Bay science and technology ecological park, Nanshan District, Shenzhen Xgd Inc(300130)
Conference room of Co., Ltd.
2、 Matters considered at the meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on the work report of the board of directors in 2021 √
2.00 proposal on the work report of the board of supervisors in 2021 √
3.00 proposal on the full text and summary of 2021 annual report √
4.00 proposal on 2021 profit distribution plan √
5.00 proposal on financial final accounts report of 2021 √
6.00 on the proposed renewal of Dahua Certified Public Accountants (special ordinary √)
(partnership) proposal for the audit institution of the company in 2022
7.00 proposal on confirming the remuneration of directors and supervisors in 2021 √
8.00 application for comprehensive credit by the company and its subsidiaries in 2022 √
Proposal on credit limit and guarantee
9.00 proposal on changing the purpose of share repurchase and cancellation √
10.00 draft of the company’s 2022 stock option incentive plan and √
Abstract proposal
11.00 examination on the implementation of the company’s 2022 stock option incentive plan √
Proposal on nuclear measures
12.00 proposal for the general meeting of shareholders to authorize the board of directors to handle the company √
Proposal on matters related to 2022 stock option incentive plan
The independent directors of the company will report on their duties at the annual general meeting of shareholders.
The above proposal has been deliberated and adopted at the 17th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors. The procedures are legal and the materials are complete. The independent directors have expressed independent opinions on relevant matters respectively. For details, see the relevant announcement disclosed on the gem information disclosure website designated by the CSRC on the same day as this notice.
The above proposal is a major matter affecting the interests of small and medium-sized investors, and the voting results of small and medium-sized investors (except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) shall be counted and disclosed separately.
The above proposals 8 to 12 need to be passed by special resolution at the general meeting of shareholders, that is, by more than two-thirds of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The company’s shares held in the company’s special repurchase account do not enjoy voting rights.
Shareholders who belong to the incentive object of the company’s 2022 stock option incentive plan need to avoid voting on items 10-12.
As the collector, Mr. Xu Yingpeng, an independent director, solicited voting rights from all shareholders of the company for the 10-12 proposals considered at the general meeting of shareholders. For details, see the announcement on the public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022022), which was disclosed on cninfo.com, the gem information disclosure website designated by the CSRC on the same day as this notice.
The solicited person or his agent may vote separately on 1-9 proposals without voting rights. If the solicited person or his agent does not vote separately, it will be deemed that he has waived his voting rights on the proposals without voting rights. 3、 Meeting registration and other matters
(I) meeting registration
1. Registration time: April 13, 2022 (9:00-12:00, 13:30-18:00)
2. Registration place: company conference room, 20 / F, block B, building 10, Shenzhen Bay science and technology ecological park, Nanshan District, Shenzhen. 3. Registration procedures
(1) The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he shall go through the registration formalities with his own ID card and valid certificate proving his qualification as legal representative; If an agent is entrusted to attend the meeting, the agent shall go through the registration formalities with his ID card and the written power of attorney issued by the legal representative of the legal person shareholder unit according to law;
(2) If individual shareholders attend the meeting in person, they shall go through the registration formalities with their own ID card or other valid certificates or certificates that can indicate their identity and stock account card; If an agent is entrusted to attend the meeting, the agent shall go through the registration formalities with his valid ID card, stock account card and power of attorney;
(3) If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to sign shall be notarized. Notarized power of attorney or other authorization documents shall be submitted together with the power of attorney of voting agent;
(4) Non local shareholders can register by fax or e-mail (fax and e-mail should be delivered to the Secretariat of the board of directors before 18:00 on April 13, 2022, and the overdue is invalid). The company does not accept telephone registration. Fax: 075583890344, email: xGd- [email protected]. 。
4. Please show the original of relevant certificates when attending the general meeting of shareholders.
(II) meeting contact information
1. Contact information
(1) Address: 20 / F, block B, building 10, Shenzhen Bay science and technology ecological park, Nanshan District, Shenzhen (2) contact person: Wang Yingxin, Lin Yiqing
(3) Tel: 075583481391
(4) Fax: 075583890344
(5) Email: [email protected]. ; [email protected].
2. Other matters
(1) The on-site meeting of the general meeting of shareholders is expected to be half a day, and the transportation and accommodation expenses of the participants shall be borne by themselves. (2) Please assist the staff to register and attend the meeting at that time.
(3) Handling method of abnormal conditions of online voting system: during online voting, if the online voting system is affected by major emergencies, the process of this shareholders’ meeting shall be carried out according to the notice of the same day.
Special note: in order to cooperate with the current government’s epidemic prevention work and protect the health and safety of shareholders and participants, the company recommends that all shareholders choose to participate in the shareholders’ meeting through online voting. In addition to complying with the latest epidemic prevention and control requirements of the government and wearing masks throughout the process, shareholders and shareholders’ agents who intend to attend the meeting on site are also required to cooperate with on-site staff in epidemic prevention and control, and take epidemic prevention measures such as temperature detection, showing health code, truthfully reporting personal health and recent journey. Shareholders and shareholders’ agents who fail to register in advance or fail to meet the epidemic prevention requirements will not be able to enter the meeting site.
4、 Specific operation process of participating in online voting
At this general meeting of shareholders, shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (address: http://wltp.cn.info.com.cn. ）Vote. (please refer to Annex 1 for details of contents and formats related to specific operations when participating in online voting)
5、 Documents for future reference
1. Resolution of the 17th meeting of the 5th board of directors;
2. Resolution of the 15th meeting of the 5th board of supervisors;
3. Other documents required by SZSE.
Xgd Inc(300130) board of directors
March 30, 2022
Annex 1:
Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system and Internet voting system of Shenzhen Stock Exchange (address: http://wltp.cn.info.com.cn. ）To participate in the voting, the online voting procedure is as follows:
(I) online voting procedure
1. Voting code and voting abbreviation of ordinary shares: the voting code is “350130”, and the voting abbreviation is “Singapore voting”.
2. Fill in the voting opinions or election votes.
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If you vote on the general motion first
