Securities code: Xgd Inc(300130) securities abbreviation: Xgd Inc(300130) Announcement No.: 2022022 Xgd Inc(300130)
Announcement on public solicitation of entrusted voting rights by independent directors
Independent director Xu Yingpeng guarantees that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor.
important clause
1. This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter, Mr. Xu Yingpeng, meets the solicitation conditions stipulated in Article 90 of the securities law of the people’s Republic of China, Article 31 of the rules for the general meeting of shareholders of listed companies and Article 3 of the interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies;
2. According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Xu Yingpeng, an independent director of Xgd Inc(300130) (hereinafter referred to as the “company” or “the company”), is entrusted by other independent directors as the collector, Solicit voting rights from all shareholders of the company on the proposals related to the 2022 stock option incentive plan to be considered at the 2021 annual general meeting of shareholders to be held on April 19, 2022.
3. As of the date of this announcement, the solicitors do not hold shares of the company.
4. China Securities Regulatory Commission, Shenzhen Stock Exchange and other government departments have not expressed any opinions on the authenticity, accuracy and completeness of the contents described in this report, and are not responsible for the contents of this report. Any statement to the contrary is a false statement. 1、 Statement of the collector
I, Xu Yingpeng, as the soliciter, have prepared and signed this report (hereinafter referred to as “the report”) in accordance with the relevant provisions of the management measures and the entrustment of other independent directors to solicit the shareholders’ entrusted voting rights for the proposals related to the 2022 stock option incentive plan in the 2021 annual general meeting to be held by the company.
The collector guarantees that there are no false records, misleading statements or major omissions in this report, and shall bear separate and joint legal liabilities for its authenticity, accuracy and completeness; We guarantee that we will not use this solicitation of voting rights to engage in securities fraud such as insider trading and market manipulation.
The solicitation of entrusted voting rights is carried out publicly free of charge, and this report is announced on the newspapers or websites designated by the CSRC. This solicitation is entirely based on the duties of independent directors of listed companies, and the information released is free from false and misleading statements. The performance of this report will not violate or conflict with any of the articles of association or internal system of the company. 2、 Basic information of the company and matters of this solicitation (I) basic information of the company
Company name: Xgd Inc(300130)
Securities abbreviation of the company: Xgd Inc(300130)
Company securities code: Xgd Inc(300130)
Legal representative: Liu Xiang
Secretary of the board of directors: Guo Qiaoyi
Contact address: 20 / F, block B, building 10, Shenzhen Bay science and technology ecological park, Nanshan District, Shenzhen
Postal Code: 518057
Tel: 075583481391
Fax: 075583890344
Company email: xGd- [email protected]. (II) collection items
The collector shall solicit the shareholders of the company for the entrusted voting rights of the following proposals considered at the 2021 annual general meeting of shareholders of the company:
1. Proposal on the draft and summary of the company’s 2022 stock option incentive plan;
2. Proposal on the assessment measures for the implementation of the company’s 2022 stock option incentive plan;
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan. (III) the signing date of this proxy voting right report is March 28, 2022. 3、 Basic information of this shareholders’ meeting
For details on the convening of this annual general meeting of shareholders, please refer to the notice on convening the 2021 annual general meeting of shareholders issued by the company on cninfo.com on March 30, 2022.
4、 Basic information of the recruiter
1. The current independent director of the company and the convener of the nomination committee of the board of directors, Mr. Xu Yingpeng, is the person soliciting voting rights. The basic information is as follows:
Mr. Xu Yingpeng, male, born in 1967, Chinese nationality, without overseas residency, master of communication and electronic systems, obtained the qualification of independent director in 2009 and served as an independent director of the first and second sessions of the board of directors of the company. He is currently the deputy general manager and independent director of kestel communication equipment (Shenzhen) Co., Ltd.
2. As of the disclosure date of this announcement, the solicitors have not held shares of the company, have not been punished for securities violations, and have not been involved in major civil litigation or arbitration related to economic disputes.
3. The solicitor and its main immediate family members have not reached any agreement or arrangement on matters related to equity incentive of the company; As an independent director of the company, he has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5%, actual controllers and their affiliates, and there is no interest between the collector and the proposals involved in the solicitation of voting rights. 5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the 17th meeting of the 5th board of directors held on March 28, 2022, and made comments on the proposal on the draft and summary of the company’s 2022 stock option incentive plan, the proposal on the assessment measures for the implementation of the company’s 2022 stock option incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan voted in favor. 6、 Solicitation scheme
In accordance with the current laws and regulations of China, normative documents and the articles of association, the collector has formulated the scheme for soliciting voting rights. The specific contents are as follows:
(I) solicitation object: all shareholders of the company who have been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting as of 15:00 p.m. on April 12, 2022.
(II) collection time: from April 13 to April 14, 2022 (9:00-12:00 a.m. and 13:30-16:00 p.m.).
(III) solicitation method: it is publicly available on the information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) An announcement was issued on the to solicit voting rights.
(IV) collection procedures and steps
1. Fill in the power of attorney for independent directors to solicit voting rights item by item according to the format and content determined in the annex to this report (hereinafter referred to as the “power of attorney”).
2. Submit the power of attorney and other relevant documents signed by me to the Secretary of the board of directors of the company entrusted by the collector; The Secretary of the board of directors of the company shall sign and receive the power of attorney and other relevant documents for the solicitation of voting rights:
(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, the original identity certificate of the legal representative, the original power of attorney and a copy of the stock account card; All documents submitted by the legal person shareholder in accordance with this article shall be signed page by page by the legal representative of the shareholder and stamped with the official seal of the shareholder unit;
(2) If the entrusted voting shareholder is a natural person shareholder, it shall submit a copy of its own ID card, the original power of attorney and a copy of its stock account card;
(3) If the power of attorney is signed by another person authorized by the shareholder, the power of attorney shall be notarized by the notary organ and submitted together with the original power of attorney; The power of attorney signed by the shareholder himself or the legal representative of the shareholder unit does not need to be notarized.
3. After the entrusted voting shareholders have prepared relevant documents according to the requirements of step 2 above, they shall deliver the power of attorney and relevant documents by personal delivery, registered letter or express mail within the collection time, and deliver them at the address specified in this report; If registered letter or express mail is adopted, the time of receipt shall be subject to the time of receipt by the Secretariat of the board of directors of the company.
The designated addresses and recipients of the power of attorney and related documents delivered by the shareholders entrusted to vote are as follows:
Address: 20 / F, block B, building 10, Shenzhen Bay science and technology ecological park, Nanshan District, Shenzhen
Attention: Wang Yingxin
Postal Code: 518057
Tel: 075583481391
Fax: 075583890344
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and indicate “power of attorney for independent directors to solicit voting rights” in a prominent position.
4. The witness lawyer of the law firm hired by the company shall conduct formal review on the documents listed above submitted by legal person shareholders and natural person shareholders. The valid authorization confirmed by the audit will be submitted to the collector by the witness lawyer.
(V) after the documents submitted by the shareholders entrusted to vote are delivered, the authorized entrustment meeting all the following conditions will be confirmed as valid after examination:
The power of attorney and relevant documents have been delivered to the designated place in accordance with the requirements of the collection procedure of this report;
Submit the power of attorney and relevant documents within the solicitation time;
The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this report, and the content of the authorization is clear, and the relevant documents submitted are complete and effective;
The power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders.
(VI) if the shareholder repeatedly authorizes the proxy collector to vote on the solicitation, but the authorized contents are different, the power of attorney signed by the shareholder last time is valid. If the signing time cannot be judged, the power of attorney received last is valid.
(VII) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy.
(VIII) in case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following methods:
1. After the shareholder entrusts the voting right of the solicitation matters to the solicitor, if the shareholder explicitly revokes the authorization of the solicitor in writing before the deadline of on-site meeting registration, the solicitor will recognize that its authorization of the solicitor will automatically become invalid;
2. If the shareholder entrusts the voting right of the solicitation to someone other than the solicitor to register and attend the meeting, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will determine that its authorization to the solicitor will automatically become invalid;
3. The shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and choose one of the consent, objection and waiver. If more than one is selected or not selected, the soliciter will deem its authorization invalid.
It is hereby announced.
Collected by: Xu Yingpeng March 30, 2022 Annex:
Xgd Inc(300130)
Power of attorney for independent directors to solicit voting rights
I / the company, as the principal, confirm that before signing this power of attorney, I / we have carefully read Xgd Inc(300130) announcement on public solicitation of entrusted voting rights by independent directors, Xgd Inc(300130) announcement on convening 2021 annual shareholders’ meeting and other relevant documents prepared and announced by the collector for this solicitation of voting rights, and have fully understood the relevant conditions of this solicitation of voting rights. Before the registration of the on-site meeting, I / the company has the right to withdraw the authorization of the collector under this power of attorney or modify the content of this power of attorney at any time according to the procedures determined in the report on voting rights solicitation of independent directors.
I / the company, as the authorized principal, hereby authorize Mr. Xu Yingpeng, an independent director of Xgd Inc(300130) to attend Xgd Inc(300130) 2021 annual general meeting of shareholders as my / the company’s agent, and exercise the right to vote on the matters considered at the following meeting according to the instructions of this power of attorney.
My / our company’s voting opinions on this solicitation of voting rights:
Sequential voting opinion
Name of proposal
No. agreed to abstain
Draft and summary of the company’s 2022 stock option incentive plan
one
Proposal for
Assessment office on the implementation of the company’s 2022 stock option incentive plan
two
Bill on the law of the people’s Republic of China
Proposal for the general meeting of shareholders to authorize the board of directors to handle the company’s 2022
three
Proposal on matters related to stock option incentive plan
Note: the voting symbol of this power of attorney is “√”. Please choose to agree, oppose or abstain from the above deliberation items according to the opinions of the authorized client, and check in the corresponding form. Only one of the three can be selected. If more than one item is selected or not selected, it will be deemed that the authorized client abstains from voting on the deliberation items.
If the trustee only solicits voting rights for some proposals of the general meeting of shareholders, the trustor shall specify the voting opinions on other proposals at the same time, and the trustee shall vote on behalf of the trustor according to the opinions of the trustor.
The number of shares with voting rights entrusted by the trustor is based on the number of shareholders in Xgd Inc(300130) 2021
If the trustor revokes the entrustment before the trustee exercises the voting right on his behalf, the trustee shall not exercise the voting right on his behalf after the revocation. The trustor did not revoke the entrustment before the trustee exercised the voting right on his behalf, but attended the shareholders’ meeting and
