Performance report of independent directors in 2021
The independent directors of Xgd Inc(300130) (hereinafter referred to as “the company”) strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws In accordance with the provisions of laws and regulations and the requirements of the articles of association and the working system of independent directors, faithfully, diligently and honestly perform their duties, pay full attention to the development, financial status, corporate governance structure and standardized operation of the company, actively attend the board meeting held in 2021, carefully consider various proposals of the board of directors, express independent opinions on relevant proposals, and give full play to the supervisory role of independent directors, Earnestly safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. The performance of independent directors is reported as follows:
1、 Attendance at meetings
In 2021, the current independent directors of the board of directors of the company, Mr. Xu Yingpeng, Mr. Qu Jian and Mr. Yang Xiaoping, attended the board of directors held by the company, carefully reviewed the meeting materials prepared by the company, carefully considered various proposals, actively participated in the discussion and put forward reasonable suggestions, and exercised the voting right with a cautious attitude. In 2021, the independent directors did not raise objections to the proposals of the board of directors and other matters of the company, and there was no case of voting against them. Their attendance at the meetings of the board of directors throughout the year is as follows:
Number of attendance of independent directors number of attendance in person number of attendance by proxy number of attendance by communication number of absence
Xu Yingpeng 8 0
Qu Jian 8 8 0 4 0
Yang Xiaoping 8 8 0 4 0
2、 Independent opinions
In accordance with relevant laws, regulations and relevant provisions, the independent directors have carefully understood and inspected the company’s production and operation activities and the company’s operation in 2021, and carefully considered various proposals. During the reporting period, independent directors expressed independent opinions on specific matters of the company as follows:
Date type of independent opinion issued at the meeting
The 9th session of the 5th board of directors in March 2021 1. Agreement on Xgd Inc(300130) 2021
Independent of the draft and summary of the annual stock option incentive plan at the meeting on June 16
opinion;
2. About Xgd Inc(300130) 2021
Study on the evaluation methods for the implementation of stock option incentive plan in
Opinions
The 10th Session of the 5th board of directors in April 2021 agreed on the independence of the 2020 annual report and its summary
See you at the meeting on June 6;
2. Independent opinions on profit distribution in 2020;
3. Self evaluation report on internal control in 2020
Independent opinion of the;
4. About the confirmation of directors, supervisors and senior managers in 2020
Independent opinions on the remuneration of managers;
5. About reappointment of Dahua Certified Public Accountants (special)
Tong partnership) is the sole auditor of the company in 2021
Opinions;
6. About the amount of credit applied by the company and its subsidiaries to the bank
Independent opinions;
7. Proposal on applying for credit line from the bank for subsidiaries
Independent opinions for annual guarantee;
8. About the amount of credit applied by the subsidiary to the bank for the company
Independent opinions on providing annual guarantee;
9. About the company and its subsidiaries using their own funds to purchase
Independent opinions on financial products;
10. About the company’s 2020 stock option incentive plan
If the first exercise period fails to meet the exercise conditions, it shall be cancelled
Independent opinion of the;
11. About the forward settlement and sale of Foreign Exchange carried out by the company and its subsidiaries
Independent opinions of the board of directors;
12. On the incentive plan of stock options in 2021
Independent opinions on the granting of stock options by the incentive object;
13. On cancellation of 2020 stock option incentive plan
Independent opinions on some granted stock options;
14. About joint investment and related party transactions with professional institutions
Independent opinion of the;
15. About the verification and withdrawal of assets of the company in 2020
Independent opinions on asset impairment;
16. About the occupation of the company by controlling shareholders and other related persons
Special description of capital and external guarantee of the company
Independent opinions;
In May 2021, the 10th Session of the 5th board of directors agreed to cancel the 2018 stock option incentive plan
At the second meeting on November 11, the independence of stock options that have not been exercised at the expiration of two exercise periods
opinion;
2. About stock option incentive in 2020 and 2021
The exercise price of stock options granted under the plan shall be adjusted
Independent opinion on the whole
In June 2021, the 10th Session of the 5th board of directors agreed on the shareholding and share holding of Zhongzheng intelligent management of the subsidiary
Independent opinions on the transfer of power at the third meeting on June 23
At the 10th Session of the 5th board of directors in August 2021, the controlling shareholder and other related persons agreed to occupy the company
Special explanation and of funds and external guarantees of the company at the fourth meeting on June 17
Independent opinions;
2. About the company issuing convertible corporate bonds to unspecified objects
Independent opinion of the company
At the 10th Session of the 5th board of directors in December 2021, independent consent on the transfer of equity of secondary wholly-owned subsidiaries
Opinions of the 6th meeting on June 14
3、 Issuance of prior approval opinions
In 2021, independent directors issued prior approval opinions on two proposals, and respectively issued prior approval opinions on the proposal on joint investment and related party transactions with professional institutions and the proposal on renewing the appointment of Dahua Certified Public Accountants (special general partnership) as the audit institution of the company in 2021.
4、 Issuance of written confirmation opinions
This year issued written confirmation opinions on the annual report of 2020, the first quarter report of 2021, the semi annual report of 2021 and the third quarter report of 2021.
5、 Contents and reasons of objections raised by independent directors
In 2021, the independent directors did not raise objections to the proposals of the board of directors and the general meeting of shareholders and other matters.
6、 Site office and site inspection
The independent directors of the company have repeatedly inspected the company through attending the board of directors, general meeting of shareholders and other opportunities to have an in-depth understanding of the company’s production and operation, management, internal control and other system construction, as well as the implementation of the resolutions of the board of directors, financial status, standardized operation, progress of financing projects, implementation of equity incentive and the operation of the company’s holding subsidiaries Communicate with other directors, supervisors, senior managers and relevant staff, timely learn the progress of major issues of the company, master the production and operation dynamics of the company, independently and prudently review various proposals and issue relevant opinions.
7、 Information disclosure inspection
In 2021, independent directors paid close attention to the changes in the company’s internal and external environment by consulting the company’s public disclosure documents and contacting other directors and relevant staff of the company, and timely learned about the progress of the company’s major issues, the implementation of the resolutions of the board of directors, financial status and standardized operation. The inspection results are as follows: 1. The announcement disclosed by the company is consistent with the actual situation;
2. The contents disclosed by the company are true, accurate and complete;
3. No major change or significant progress has been made in the disclosed matters of the company;
4. There are no major events that should be disclosed but not disclosed;
5. The transmission, disclosure process and confidentiality of major information comply with the relevant provisions of the company’s information disclosure management system;
6. The record form of investor relations activities shall be published on the interactive website of Shenzhen Stock Exchange in time.
8、 Annual report preparation and communication
During the 2021 annual audit, the company conscientiously fulfilled relevant responsibilities and obligations, fully and effectively communicated with the company’s financial director and the annual audit certified public accountant, paid attention to the arrangement and progress of the audit of this annual report, paid attention to solving relevant problems found in the audit process, and gave full play to the supervisory role of independent directors in the annual report.
9、 Work of the special committee
Name of independent directors’ meeting number of attendance and number of absences
Xu Yingpeng Nomination Committee 0
Salary and assessment committee 3 3 0
Qu Jian
Audit Committee 4 4 0
Nomination Committee 0
Audit Committee 4 4 0
Xiao Ping Yang
Salary and assessment committee 3 3 0
The convening and convening of the board of directors and special committees of the company in 2021 comply with legal procedures, and have performed relevant procedures for major business decisions and other major matters, which are legal and effective.
10、 Other working conditions
During the reporting period, there was no proposal to convene the board of directors, no proposal to dismiss the accounting firm, and no independent external audit institution
