Work report of the board of supervisors in 2021
During the reporting period, the board of supervisors of Xgd Inc(300130) (hereinafter referred to as “the company”) carried out various work in strict accordance with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China, the articles of association and the rules of procedure of the board of supervisors in order to safeguard the interests of the company and the interests of the majority of shareholders in accordance with the principle of being responsible to the shareholders and the company. All supervisors of the company performed their duties with diligence and hard work, ensured the standardized operation of the company and the accuracy and integrity of assets and finance, and safeguarded the rights and interests of the company and shareholders. The work report of the board of supervisors in 2021 is as follows: I. work of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company held 7 meetings of the board of supervisors. The specific contents are as follows:
Serial number time meeting
1. The 8th meeting of the 5th board of supervisors on March 16, 2021
2. The 9th meeting of the 5th board of supervisors on April 6, 2021
3. The 10th meeting of the 5th board of supervisors on April 27, 2021
4. The 11th meeting of the 5th board of supervisors on May 11, 2021
5. The 12th meeting of the 5th board of supervisors on June 23, 2021
6. The 13th meeting of the 5th board of supervisors on August 17, 2021
7. The 14th meeting of the 5th board of supervisors on October 26, 2021
(1) On March 16, 2021, the 8th meeting of the 5th board of supervisors of the company was held in the conference room of the company’s headquarters. All three members of the board of supervisors of the company attended the meeting, and the number of people in line with the provisions of the articles of association was valid. The meeting deliberated and unanimously approved the proposal on the draft and summary of Xgd Inc(300130) 2021 stock option incentive plan and the proposal on the evaluation measures for the implementation of Xgd Inc(300130) 2021 stock option incentive plan;
(2) On April 6, 2021, the ninth meeting of the Fifth Board of supervisors of the company was held in the conference room of the company’s headquarters. All three members of the board of supervisors of the company attended the meeting, and the number of people in line with the provisions of the articles of association was valid. The meeting deliberated and unanimously adopted the proposal on the work report of the board of supervisors in 2020, the proposal on the self-evaluation report of internal control in 2020, the proposal on the financial statement report in 2020, the proposal on the renewal of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2021, and the proposal on confirming the remuneration of directors, supervisors and senior managers in 2020 Proposal on the company and its subsidiaries applying for credit line from the bank, proposal on providing annual guarantee for the subsidiaries applying for credit line from the bank, proposal on providing annual guarantee for the subsidiaries applying for credit line from the bank, proposal on the company and its subsidiaries using their own funds to purchase financial products Proposal on cancellation of the company’s 2020 stock option incentive plan if the first exercise period fails to meet the exercise conditions, proposal on granting stock options to incentive objects in 2021 stock option incentive plan, proposal on cancellation of some granted stock options in 2020 stock option incentive plan, proposal on carrying out forward foreign exchange settlement and sales business of the company and its subsidiaries Proposal on joint investment and related party transactions with professional institutions;
(3) On April 27, 2021, the 10th meeting of the 5th board of supervisors of the company was held in the conference room of the company’s headquarters. All three members of the board of supervisors of the company attended the meeting, and the number of people in line with the provisions of the articles of association was valid. The meeting deliberated and unanimously adopted the proposal on the full text of the report for the first quarter of 2021;
(4) On May 11, 2021, the 11th meeting of the 5th board of supervisors of the company was held in the conference room of the company’s headquarters. All three members of the board of supervisors of the company attended the meeting, and the number of people in line with the provisions of the articles of association was valid. The meeting deliberated and unanimously approved the proposal on canceling the stock options that have not been exercised at the second exercise expiration of the stock option incentive plan in 2018 and the proposal on adjusting the exercise price of stock options granted in the stock option incentive plan in 2020 and 2021;
(5) On June 23, 2021, the 12th meeting of the 5th board of supervisors of the company was held in the conference room of the company’s headquarters. All three members of the board of supervisors of the company attended the meeting, and the number of people in line with the provisions of the articles of association was valid. The meeting deliberated and unanimously approved the proposal on the proposed change of registered capital and amendment of the articles of association and the proposal on the shareholding and equity transfer of Zhongzheng intelligent management of the subsidiary;
(6) On August 17, 2021, the 13th meeting of the 5th board of supervisors of the company was held in the conference room of the company’s headquarters. All three members of the board of supervisors of the company attended the meeting, and the number of people in line with the provisions of the articles of association was valid. The meeting deliberated and unanimously adopted the proposal on the company’s plan to issue convertible corporate bonds to unspecified objects, the proposal on the company’s compliance with the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company’s plan to issue convertible corporate bonds to unspecified objects, and the proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of convertible corporate bonds to unspecified objects The proposal on the demonstration and analysis report of the company’s issuance of convertible corporate bonds to unspecified objects, the proposal on the report on the use of the company’s previously raised funds, the proposal on diluting the immediate return, taking filling measures and relevant commitments of the company’s issuance of convertible corporate bonds to unspecified objects, the proposal on the company’s opening of a special account for the funds raised by issuing convertible corporate bonds to unspecified objects Proposal on the rules of the meeting of bondholders of convertible companies, proposal on requesting the general meeting of shareholders of the company to authorize the board of directors of the company to fully handle the specific matters of issuing convertible corporate bonds to unspecified objects, proposal on the self-evaluation report of the company’s internal control in the first half of 2021, proposal on the full text and summary of the semi annual report in 2021;
(7) On October 26, 2021, the 14th meeting of the 5th board of supervisors of the company was held in the conference room of the company’s headquarters. All three members of the board of supervisors of the company attended the meeting, and the number of people in line with the provisions of the articles of association was valid. The meeting deliberated and unanimously adopted the proposal on the full text of the third quarter report of 2021.
The notice, convening, convening and voting procedures of the above seven meetings of the board of supervisors comply with relevant laws, regulations and the articles of association. 2、 Verification of the board of supervisors on relevant matters of the company in 2021
During the reporting period, the board of supervisors of the company carefully supervised and inspected the company’s legal operation, financial situation, use of raised funds, related party transactions and other matters in strict accordance with relevant laws, regulations and the articles of association, and reported the relevant situation of the company as follows:
(I) legal operation of the company
In 2021, the board of supervisors of the company actively participated in the general meeting of shareholders and attended the meetings of the board of directors as nonvoting delegates in accordance with the functions and powers conferred by the company law, the articles of association and the rules of procedure of the board of supervisors, and supervised the decision-making procedures, the establishment and implementation of the internal control system and the performance of the directors and senior managers of the company. The board of supervisors believes that the decision-making procedures of the board of directors of the company in 2021 are legal and effective, and the resolutions of the general meeting of shareholders and the board of directors can be well implemented. The directors, managers and other senior managers of the company are responsible in their work in 2021, take safeguarding the interests of the shareholders of the company as the starting point, strictly abide by relevant national laws, regulations and various rules and regulations of the company, and do their duty for the development of the company. It is not found that the directors and managers of the company violate laws, regulations, the articles of association or damage the interests of shareholders when performing their duties.
(II) confirmation and review of regular reports
During the reporting period, the board of supervisors reviewed the 2020 annual report, the first quarter report of 2021, the semi annual report of 2021 and the third quarter report of 2021 prepared by the board of directors and issued a written confirmation opinion. The board of supervisors believed that the procedures for the preparation and deliberation of the company’s relevant periodic reports by the board of directors were in line with the laws, administrative regulations and the provisions of the CSRC, and the contents of the reports were true, accurate and reliable It completely reflects the actual situation of the company, and there are no false records, misleading statements or major omissions.
(III) check the company’s financial situation
During the reporting period, the board of supervisors carefully and effectively supervised, inspected and reviewed the company’s financial status and financial management in 2021.
The board of supervisors believes that the company’s internal control system of financial accounting is relatively sound, the financial operation is standardized, the financial condition is good, and there are no major omissions and false records. Dahua Certified Public Accountants (special general partnership) issued a standard unqualified audit report after auditing the company’s 2021 financial report. The report truly, objectively and accurately reflects the financial situation and operating results of the company in 2021.
(IV) use of the company’s raised funds
The board of supervisors held that during the reporting period, the company used the raised funds in strict accordance with the provisions of laws, regulations and normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and the company’s measures for the administration of the use of raised funds, And timely, truthfully, accurately and completely perform the relevant information disclosure, and there is no illegal use of the raised funds.
(V) opinions on the self-evaluation report of the company’s internal control in 2021
The board of supervisors has established a legal person and management system to ensure the authenticity and effectiveness of the company’s production and management, and has been in line with the actual needs of the company’s legal person and management department. During the reporting period, the company’s internal control system was sound and operated effectively without major defects. The company’s self-evaluation report on internal control in 2021 comprehensively, truly, accurately and objectively reflects the actual situation of the company’s internal control system.
(VI) establishment and implementation of insider information management system by the company
During the reporting period, the company strictly implemented the provisions of laws and regulations, information disclosure system and insider management system of the company. In the process of planning major events, the company strictly controlled the scope of insider information, timely registered insider information, reminded insider information to strictly abide by the obligation of confidentiality, maintained the principles of openness, fairness and impartiality of the company’s information disclosure, and protected the legitimate rights and interests of investors. During the reporting period, there was no insider trading the company’s shares or stock option exercise during the window period.
(VII) opinions on the proposal of profit distribution of the company in 2021
The board of supervisors believes that the profit distribution plan complies with the relevant provisions of the articles of association and the current actual situation of the company, which is conducive to the sustainable, stable and healthy development of the company. The matter has fulfilled the necessary approval procedures, and complies with the provisions of relevant laws, regulations, normative documents and the articles of association, such as the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on GEM. 3、 Assessment and remuneration of supervisors
(1) Performance of supervisors
During the reporting period, the members of the board of supervisors of the company earnestly performed their duties as supervisors, were responsible to all shareholders of the listed company, used their statutory powers and combined with the actual situation of the company to supervise the performance of the board of directors, senior management and their members, as well as the company’s finance, internal control, risk control and information disclosure, so as to protect the legitimate rights and interests of the company, shareholders, employees and other stakeholders.
(2) Self evaluation of supervisors
Zhang Jinyan: during the reporting period, as the employee supervisor of the 5th board of supervisors of the company, I earnestly performed the duties of supervisor, actively participated in the meetings of the board of supervisors, expressed the opinions of supervisor on relevant matters of the company, faithfully, diligently and effectively performed the duties of supervisor, and there was no violation of the rules of procedure of the board of supervisors and other laws and regulations.
Zhu Guling: during the reporting period, as the employee supervisor of the 5th board of supervisors of the company, I earnestly performed the duties of supervisor, actively participated in the meetings of the board of supervisors, expressed the opinions of supervisor on relevant matters of the company, faithfully, diligently and effectively performed the duties of supervisor, and there was no violation of the rules of procedure of the board of supervisors and other laws and regulations.
Li Linjie: during the reporting period, as the chairman of the 5th board of supervisors of the company, I earnestly performed the duties of supervisors, actively participated in the meetings of the board of supervisors, expressed the opinions of supervisors on relevant matters of the company, faithfully, diligently and effectively performed the duties of supervisors, and there was no violation of the rules of procedure of the board of supervisors and other laws and regulations.
(3) Mutual evaluation results of supervisors
According to the internal mutual evaluation of supervisors, Ms. Zhang Jinyan, the employee supervisor of the Fifth Board of supervisors, Ms. Zhu Guling, the employee supervisor of the Fifth Board of supervisors, and Mr. Li Linjie, the chairman of the Fifth Board of supervisors, were “competent”.
(4) Performance evaluation
According to the assessment of the human resources department of the company, the performance evaluation result of Ms. Zhang Jinyan in 2021 is “a”; The performance appraisal result of Ms. Zhu Guling in 2021 is “B”; Mr. Li Linjie, as a reemployee of the company, will no longer participate in the evaluation.
(5) Salary situation
During the reporting period, the remuneration of the members of the Fifth Board of supervisors during their term of office is as follows:
Name position status total pre tax remuneration received from the company (10000 yuan)
Li Linjie, chairman of the board of supervisors, is currently 43.56
Zhu Guling, the employee supervisor, is currently 22.07
Zhang Jinyan, employee Supervisor
