Opinions of the board of supervisors on relevant matters of the company
As a supervisor of the 5th board of supervisors of Xgd Inc(300130) (hereinafter referred to as “the company”), in accordance with laws, regulations and normative documents such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, as well as Xgd Inc(300130) articles of association and other relevant provisions, We hereby express the following opinions on relevant matters of the company: I. opinions on the profit distribution plan of 2021
After verification, the board of supervisors believes that the company’s plan not to carry out profit distribution in 2021 is made in combination with the company’s actual operation and future development plan, and there is no damage to the interests of the company and other shareholders, especially small and medium-sized shareholders. The profit distribution plan complies with the profit distribution policies stipulated in the company law, the articles of association, the shareholder return plan for the next three years (20202022), and has legitimacy Compliance and rationality. Therefore, we unanimously agree with the plan proposed by the board of directors that no profit distribution will be carried out in 2021. The board of supervisors agreed to the proposal on the profit distribution plan for 2021. 2、 Comments on the self-evaluation report of internal control in 2021
The board of supervisors believes that the corporate governance structure of the company is relatively sound, the operation of the three committees is standardized, and the construction and implementation of relevant internal control systems comply with the requirements of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
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 Shenzhen Stock Exchange GEM Listing Rules and the articles of association, and its decision-making procedures are legal and effective.
The board of supervisors agreed to the proposal on the self-evaluation report on internal control in 2021. 3、 Opinions on the company and its subsidiaries applying for comprehensive credit line and providing guarantee in 2022
The board of supervisors believes that in order to ensure the smooth development of the company’s daily business and improve the financing efficiency, the company and its subsidiaries apply to the bank for a comprehensive credit line, and the company and its subsidiaries provide guarantee for the subsidiaries and subsidiaries to apply for a comprehensive credit line is to meet the business needs of the company and its subsidiaries, is a necessary measure for the company to realize the established business plan, and is in line with the overall interests of the company, It will not adversely affect the normal operation and business development of the company, and there is no situation that damages the interests of the company and minority shareholders. All supervisors unanimously agreed on the proposal on the application for comprehensive credit line and guarantee by the company and its subsidiaries in 2022.
4、 Opinions on the company and its subsidiaries using their own funds to purchase financial products
After verification, the board of supervisors believes that the decision-making procedures of the company’s proposed use of idle self owned funds to purchase low-risk and highly liquid financial products comply with the articles of association, the management system of foreign investment and the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant provisions.
On the premise of ensuring the daily operation of the company, the company plans to use idle self owned funds of no more than RMB 1 billion to purchase investment products with low risk, high liquidity and a term of no more than 12 months (including but not limited to income bank financial products, structured deposits, securities dealer income certificates, etc.), which is conducive to improving the use efficiency and income of the company’s funds and does not damage the interests of the company and minority shareholders, The decision-making procedure of this matter is legal and compliant, and all supervisors unanimously agree to purchase financial products with idle own funds. 5、 Opinions on changing the purpose and cancellation of repurchased shares
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. 6、 Opinions on cancellation of some granted stock options in 2020 and 2021 stock option incentive plans
The board of supervisors held 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 work 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 stock options granted to the original incentive objects by the company is in line with the administrative measures for equity incentive of listed companies and the company’s 2020 stock option incentive plan (Draft) The relevant provisions of the 2021 stock option incentive plan (Draft) and other relevant procedures are legal and compliant, and will not have a material impact on the company’s financial status and operating results.
The cancellation of some granted stock options in 2020 and 2021 stock option incentive plans has fulfilled the necessary examination and approval procedures, and complies with the provisions of relevant laws, regulations, normative documents and the articles of association, such as Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies.
The board of supervisors agreed to the proposal on canceling some granted stock options in the stock option incentive plan in 2020 and 2021. 7、 Opinions on the first exercise conditions of stock options in 2021
After verification, the board of supervisors believes that according to the company’s 2021 stock option incentive plan (Draft) and relevant regulations, the exercise conditions of the first exercise period of the company’s 2021 stock option incentive plan have been met, and this exercise arrangement complies with the relevant provisions of relevant laws, regulations and normative documents. The board of supervisors agreed to the exercise of 183 incentive objects of stock options in the company’s equity incentive plan within the specified exercise period. 8、 Proposal on the draft and summary of the company’s 2022 stock option incentive plan
Upon verification, the board of supervisors believes that 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.
The board of supervisors agreed to the proposal on the draft and summary of the company’s 2022 stock option incentive plan. 9、 Proposal on the assessment measures for the implementation of the company’s 2022 stock option incentive plan
After verification, the board of supervisors believes that the assessment measures for the implementation of Xgd Inc(300130) 2022 stock option incentive plan complies with the relevant provisions of relevant laws and regulations and normative documents and the actual situation of the company, can promote the smooth implementation of the company’s 2022 stock option incentive plan, and will further improve the corporate governance structure and form a good and balanced value distribution system.
The board of supervisors agreed to the proposal on the assessment measures for the implementation of the company’s 2022 stock option incentive plan. 10、 After verification, the board of supervisors believes that there is no case that the controlling shareholders and other related parties occupy the company’s funds and guarantee in violation of regulations in the company’s previous years and the reporting period.
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Li Linjie, Zhu Guling, Zhang Jinyan
March 30, 2022
