Securities code: Xgd Inc(300130) securities abbreviation: Xgd Inc(300130) Announcement No.: 2022008 Xgd Inc(300130)
Announcement of resolutions of the 15th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
1. The notice of the 15th meeting of the 5th board of supervisors of Xgd Inc(300130) (hereinafter referred to as “the company”) has been sent to all supervisors in writing on March 17, 2022.
2. The meeting was held at 14 pm on March 28, 2022 in Xgd Inc(300130) conference room, 20 / F, block B, building 10, Shenzhen Bay science and technology ecological park, Nanshan District, Shenzhen by means of on-site and communication voting.
3. The number of supervisors who should attend this meeting of the board of supervisors is 3, and the number of supervisors actually attending is 3.
4. The meeting of the board of supervisors was presided over by Li Linjie, chairman of the board of supervisors, and Mr. Guo Qiaoyi, chief financial officer and Secretary of the board of directors, attended the meeting as nonvoting delegates.
5. The convening of this meeting of the board of supervisors complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
All proposals were passed at this meeting and the following resolutions were formed:
（1） Proposal on the work report of the board of supervisors in 2021
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the work report of the board of supervisors in 2021 published on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（2） Proposal on the full text and summary of the 2021 Annual Report
After review, the board of supervisors believes that the procedures for the board of directors to prepare and review the company’s 2021 annual report comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, see the full text of the 2021 annual report and the summary of the 2021 annual report published on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（3） Proposal on 2021 profit distribution plan
In accordance with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, and in combination with the company’s current operation, profit distribution over the years, as well as the capital arrangement plan and development plan for 2022, and on the premise of taking into account the company’s development, future investment plan and shareholders’ interests, the board of directors of the company has formulated the profit distribution plan for 2021 as follows: no cash dividends, no bonus shares, The capital reserve shall not be converted into share capital, and the undistributed profits shall be carried forward to the following years.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the special instructions on no profit distribution in 2021 issued on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（4） Proposal on self evaluation report of internal control in 2021
Voting: 3 in favor, 0 against and 0 abstention.
For details, please refer to the 2021 internal control self-evaluation report and relevant opinions published on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（5） Proposal on the financial final accounts report of 2021
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the financial statement of 2021 published on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（6） Proposal on reappointment of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022
The company plans to continue to employ Dahua Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 until the company holds the next annual general meeting of shareholders.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, see the announcement on the proposed renewal of accounting firms published on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（7） Proposal on confirming the remuneration of supervisors in 2021
The remuneration of the company’s supervisors (including allowances, bonuses, etc.) in 2021 is as follows:
1. Li Linjie, male, 64 years old, Chinese nationality, without overseas residency, with a bachelor’s degree, is currently the supervisor of the company. The total pre tax remuneration received from the company in 2021 was 435600 yuan.
Voting: 2 in favor, 0 against and 0 abstention. Li Linjie, chairman of the board of supervisors, avoided voting. 2. Zhang Jinyan, female, 43 years old, Chinese nationality, without overseas residency, with a bachelor’s degree, is currently the supervisor of the company. The total pre tax remuneration received from the company in 2021 was 209000 yuan.
Voting: 2 in favor, 0 against and 0 abstention. Supervisor Zhang Jinyan avoided voting.
3. Zhu Guling, female, 28 years old, Chinese nationality, without overseas residency, with a bachelor’s degree, is currently the supervisor of the company. The total pre tax remuneration received from the company in 2021 was 220700 yuan.
Voting: 2 in favor, 0 against and 0 abstention. Supervisor Zhu Guling avoided voting.
The remuneration of supervisors in 2021 needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the relevant announcement issued on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（8） Proposal on applying for comprehensive credit line and providing guarantee by the company and its subsidiaries in 2022
In order to ensure the smooth development of the company’s daily business and improve financing efficiency, the company and its subsidiaries intend to apply to banks and other financial institutions for a comprehensive credit line of no more than RMB 4.5 billion (or equivalent foreign currency), and a single bank for a credit line of no more than RMB 1 billion (or equivalent foreign currency); Under the above credit line, the company and its subsidiaries intend to provide a total guarantee line of no more than RMB 4.5 billion for the subsidiaries, and the subsidiaries intend to provide a total guarantee line of no more than RMB 1 billion for the company.
The credit extension of a single bank exceeding the above line and the credit extension exceeding the total amount of the above-mentioned credit shall be subject to the approval procedure again according to the amount involved. Finally, the credit line actually approved by each bank shall prevail, and the specific financing amount will be determined according to the actual operation needs of the company. The validity period of the above guarantee line is from the date when the proposal is approved by the company’s annual general meeting in 2021 to May 31, 2023.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the announcement on the company and its subsidiaries applying for comprehensive credit line and providing guarantee in 2022 issued on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（9） Proposal on the company and its subsidiaries using their own funds to purchase financial products
In order to improve the use efficiency of self owned funds and make rational use of idle self owned funds to increase the company’s income, the company and its subsidiaries intend to use idle self owned funds with a total amount of no more than 1 billion yuan to purchase investment products with good liquidity, high security and a term of no more than 12 months (including but not limited to income bank financial products, structured deposits, securities firm income certificates, etc.), The company and its subsidiaries shall not be associated with financial institutions providing financial products. Within the above limit, the funds can be used on a rolling basis, and the validity period is from the date when this proposal is deliberated and adopted at the 15th meeting of the Fifth Board of supervisors to April 30, 2023.
Voting: 3 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on the company and its subsidiaries using their own funds to purchase financial products published on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（10） Proposal on cancellation of some granted stock options in 2020 and 2021 stock option incentive plan
7 original incentive objects of the company’s 2020 stock option incentive plan and 12 original incentive objects of the 2021 stock option incentive plan no longer work in the company and its wholly-owned subsidiary system due to personal reasons, which has not met the incentive conditions. The company plans to cancel the 1935000 stock options granted to the above incentive objects in 2020 and 1452000 stock options in 2021.
Voting: 3 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on cancellation of some granted stock options in 2020 and 2021 stock option incentive plan published on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（11） Proposal on the achievement of exercise conditions in the first exercise period of 2021 stock option incentive plan
The exercise conditions of the first exercise period of the company’s 2021 stock option incentive plan have been met. 183 incentive objects granted stock options in the company’s 2021 stock option incentive plan can exercise 21774000 stock options independently in the first exercise period, and the exercise price is 10.75 yuan / share.
Voting: 3 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on the achievement of exercise conditions in the first exercise period of 2021 stock option incentive plan published on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（12） Proposal on changing the purpose of share repurchase and cancellation
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”.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, see the announcement on changing the purpose of share repurchase and cancellation issued on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（13） Proposal on the draft and summary of the company’s 2022 stock option incentive plan
The contents of the Xgd Inc(300130) 2022 stock option incentive plan (Draft) and its abstract comply with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents. The implementation of this incentive plan will be conducive to the sustainable development of the company, and there will be no damage to the interests of the company and all shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to relevant announcements such as Xgd Inc(300130) 2022 stock option incentive plan (Draft) and Xgd Inc(300130) 2022 stock option incentive plan (Draft) published on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（14） Proposal on the assessment measures for the implementation of the company’s 2022 stock option incentive plan
The assessment method for the implementation of stock option incentive plan in Xgd Inc(300130) 2022 complies with relevant national regulations and the actual situation of the company, can ensure the smooth implementation of the company’s stock option incentive plan in 2022, will further improve the company’s governance structure, form a good and balanced value distribution system, encourage the company’s operation and management decision-makers, middle and senior managers and core backbone personnel to work hard, and ensure the steady improvement of the company’s performance, Ensure the realization of the company’s development strategy and business objectives.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, see the assessment measures for the implementation of Xgd Inc(300130) 2022 stock option incentive plan published on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
3、 Documents for future reference
1. Xgd Inc(300130) the resolution of the 15th meeting of the 5th board of supervisors;
2. Xgd Inc(300130) all directors, supervisors and senior managers’ written confirmation opinions on the company’s 2021 Annual Report
3. Xgd Inc(300130) opinions of the board of supervisors on relevant matters of the company.
It is hereby announced.
Xgd Inc(300130) board of supervisors
March 30, 2022
