Securities code: Xgd Inc(300130) securities abbreviation: Xgd Inc(300130) Announcement No.: 2022007 Xgd Inc(300130)
Announcement on the resolutions of the 17th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
1. Notice of the 17th meeting of the 5th board of directors of Xgd Inc(300130) (hereinafter referred to as “the company”) has been sent to all directors by email on March 17, 2022.
2. The meeting was held at 10 a.m. 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 on-site combined with communication voting.
3. The number of directors who should attend this board meeting is 8, and the number of directors actually attending is 8. 4. The meeting of the board of directors was presided over by Mr. Liu Xiang, chairman of the board of directors. Mr. Guo Qiaoyi, chief financial officer and Secretary of the board of directors, and Ms. Zhang Jinyan, supervisor, attended the meeting as nonvoting delegates.
5. The convening of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
All proposals were passed at this meeting and the following resolutions were formed:
（1） Proposal on the work report of the board of directors in 2021
Voting: 8 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 relevant contents of “section III Management Discussion and analysis” in the full text of the 2021 annual report published on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
Yang Xiaoping, Xu Yingpeng and Qu Jian, the independent directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors. The independent directors will report on their work at the 2021 annual general meeting of shareholders of the company. For details, see the relevant announcement published on cninfo.com on the same day.
（2） Proposal on the work report of the general manager in 2021
（3） Proposal on the full text and summary of the 2021 Annual Report
During the reporting period, the company achieved an operating revenue of 3.612 billion yuan, a year-on-year increase of 37.21%; The gross profit was 787 million yuan, a year-on-year increase of 10.75%; The net profit attributable to the shareholders of the listed company was 201 million yuan, a year-on-year increase of 131.98%; The net profit after deducting non recurring profits and losses was 117 million yuan, a year-on-year increase of 197.59%.
Voting: 8 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.
On February 30, 2023, the independent directors of the company agreed to publish their opinions on the independent information disclosure on the website of the China Securities Regulatory Commission. For details, please refer to the notice on the independent directors of the company on February 30, 2023.
（4） 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: 8 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.
The independent directors of the company expressed their independent opinions on this matter. 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.
（5） Proposal on self evaluation report of internal control in 2021
Voting: 8 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the matter. For details, see 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.
（6） Proposal on the financial final accounts report of 2021
Voting: 8 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 relevant announcement issued on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（7） Report on the proposed renewal of Dahua Certified Public Accountants (special general partnership) as the company’s annual auditor 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: 8 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.
The independent directors of the company have expressed their prior approval opinions and independent opinions on the matter. For details, see the announcement on the proposed renewal of accounting firm published on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（8） Proposal on confirming the remuneration of directors and senior managers in 2021
The remuneration (including allowances and bonuses) of the company’s directors, supervisors and senior managers in 2021 are as follows: 1. Liu Xiang, male, 55, Chinese nationality, has no right of abode abroad. He is currently the chairman and general manager of the company. The total pre tax remuneration received from the company in 2021 is 286500 yuan.
Voting: 7 in favor, 0 against and 0 abstention. Director Liu Xiang avoided voting.
2. Jiang Han, male, aged 51, Chinese nationality, has no right of abode abroad. He is currently the vice chairman of the company. The total pre tax remuneration received from the company in 2021 is 0 yuan.
Voting: 7 in favor, 0 against and 0 abstention. Director Jiang Han avoided voting.
3. Wang Yang, male, 59 years old, Chinese nationality, has no right of abode abroad. He is currently the director and deputy general manager of the company. The total pre tax remuneration received from the company in 2021 is 680600 yuan.
Voting: 7 in favor, 0 against and 0 abstention. Director Wang Yang avoided voting.
4. Wei Yuhong, male, 53 years old, Chinese nationality, has no right of abode abroad. Currently, he is the director and deputy general manager of the company. The total pre tax remuneration received from the company in 2021 is 566300 yuan.
Voting: 7 in favor, 0 against and 0 abstention. Wei Yuhong, the director, avoided voting.
5. Shi Xiaodong, male, 44 years old, Chinese nationality, has no right of abode abroad. He is currently the director and deputy general manager of the company. The total pre tax remuneration received from the company in 2021 is 1011700 yuan.
Voting: 7 in favor, 0 against and 0 abstention. Director Shi Xiaodong avoided voting.
6. Qu Jian, male, 56 years old, Chinese nationality, without overseas residency right, is currently an independent director of the company. The total pre tax remuneration received from the company in 2021 was 125000 yuan.
Voting: 7 in favor, 0 against and 0 abstention. Qu Jian, an independent director, avoided voting.
7. Yang Xiaoping, male, 53 years old, Chinese nationality, has no right of abode abroad. He is currently an independent director of the company. The total pre tax remuneration received from the company in 2021 is 125000 yuan.
Voting: 7 in favor, 0 against and 0 abstention. Independent director Yang Xiaoping avoided voting.
8. Xu Yingpeng, male, aged 55, Chinese nationality, has no right of abode abroad. He is currently an independent director of the company. The total pre tax remuneration received from the company in 2021 is 125000 yuan.
Voting: 7 in favor, 0 against and 0 abstention. Independent director Xu Yingpeng avoided voting.
9. Jiang Yong, male, 51 years old, Chinese nationality, has no right of abode abroad. He is currently the deputy general manager of the company. The total pre tax remuneration received from the company in 2021 is 493600 yuan.
Voting: 8 in favor, 0 against and 0 abstention.
10. Yao Jun, male, 44 years old, Chinese nationality, without overseas residency right, is currently the deputy general manager of the company. The total pre tax remuneration received from the company in 2021 was 568000 yuan.
Voting: 8 in favor, 0 against and 0 abstention.
11. Guo Qiaoyi, male, 34 years old, Chinese nationality, has no right of abode abroad. He is currently the Secretary of the board of directors and chief financial officer of the company. The total pre tax remuneration received from the company in 2021 was 772300 yuan.
Voting: 8 in favor, 0 against and 0 abstention.
The remuneration of directors in 2021 needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
On February 30, 2023, the independent directors of the company agreed to publish their opinions on the independent information disclosure on the website of the China Securities Regulatory Commission. For details, please refer to the notice on the independent directors of the company on February 30, 2023.
（9） 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 for comprehensive credit line with a total of no more than RMB 4.5 billion (or equivalent foreign currency) from banks and other financial institutions, and the credit line applied by a single bank shall not exceed 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.
Voting: 8 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.
The independent directors of the company expressed their independent opinions on this matter. For details, see the announcement on the application for comprehensive credit line and provision of guarantee by the company and its subsidiaries in 2022 published on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（10） 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 the proposal is considered and adopted at the 17th meeting of the Fifth Board of directors to April 30, 2023.
Voting: 8 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this matter. For details, see 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.
（11） 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: 8 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.
The independent directors of the company expressed their independent opinions on the matter. 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.
（12） Proposal on updating the company’s organizational structure
According to the needs of the company’s strategic development, the company has adjusted the organizational structure in order to optimize the management process and further improve the company’s management process and efficiency.
Voting: 8 in favor, 0 against and 0 abstention.
For details, see the announcement on updating the company’s organizational structure issued on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（13） Proposal on cancellation of some granted stock options in 2020 and 2021 stock option incentive plan
7 original incentive objects of 2020 stock option incentive plan and 12 original incentive objects of 2021 stock option incentive plan of the company no longer work in the system of the company and its holding subsidiaries due to personal reasons, which has not met the incentive conditions. The company plans to cancel 1935000 stock options granted to the above incentive objects in 2020 and 1452000 stock options in 2021.
The independent directors of the company expressed their independent opinions on this matter. For details, please refer to the announcement on cancelling some stock options granted in 2020 and 2021 stock option incentive plans published on cninfo.com, the gem information disclosure website designated by the CSRC on March 30, 2022.
（14） Proposal on the achievement of exercise conditions in the first exercise period of 2021 stock option incentive plan
2021 stock option incentive plan of the company
