Securities code: Xgd Inc(300130) securities abbreviation: Xgd Inc(300130) Announcement No.: 2022018 Xgd Inc(300130)
On cancellation of stock option incentive plans in 2020 and 2021
Announcement of partial granted stock options
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、 Overview of the company’s 2020 stock option incentive plan
1. On September 25, 2020, the company held the 5th meeting of the 5th board of directors and the 5th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on the draft and summary of Xgd Inc(300130) 2020 stock option incentive plan, the proposal on the implementation and assessment measures of Xgd Inc(300130) 2020 stock option incentive plan and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2020 stock option incentive plan, The independent directors of the company expressed their independent opinions on the stock option incentive plan, and the board of supervisors verified the list of incentive objects of the stock option incentive plan in 2020 and issued verification opinions.
2. From September 26, 2020 to October 9, 2020, the board of supervisors of the company publicized the list of proposed incentive objects on the company’s internal bulletin board, and disclosed the verification opinions and publicity instructions on the list of incentive objects of the company’s 2020 stock option incentive plan on cninfo.com on October 10, 2020.
3. The company held the fourth extraordinary general meeting of shareholders in 2020 on October 15, 2020, which deliberated and approved the proposal on the draft and summary of Xgd Inc(300130) 2020 stock option incentive plan, the proposal on the assessment measures for the implementation of Xgd Inc(300130) 2020 stock option incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2020 stock option incentive plan. The company conducted a self-examination on the trading of the company’s shares by insiders and incentive objects of the 2020 stock option incentive plan within 6 months before the first disclosure of the draft incentive plan (i.e. March 25, 2020 to September 25, 2020), and disclosed the self-examination report on the trading of the company’s shares by insiders and incentive objects of the 2020 stock option incentive plan on cninfo.com.
4. On October 19, 2020, the company held the 7th Meeting of the 5th board of directors and the 6th meeting of the 5th board of supervisors, deliberated and approved the proposal on granting stock options to the incentive objects of the 2020 stock option incentive plan. The board of directors considered that the conditions for granting stock options stipulated in the 2020 stock option incentive plan had been met, and agreed to take October 19, 2020 as the grant date, A total of 49 million stock options were granted to 106 incentive objects who met the grant conditions, with the grant price of 25 yuan / share. The independent directors of the company expressed their independent opinions on this. The board of supervisors verified the list of incentive objects granted and issued verification opinions, confirming that the list of incentive objects is legal and valid and the authorization date meets relevant regulations.
5. On April 6, 2021, the company held the 10th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors, deliberated and approved the proposal on cancellation of the company’s 2020 stock option incentive plan if the first exercise period fails to meet the exercise conditions. According to the company’s 2020 annual audit report, because the company’s 2020 performance does not meet the exercise conditions set in the first exercise period of 2020 stock option incentive plan, According to the provisions of Xgd Inc(300130) 2020 stock option incentive plan (Draft) and the authorization of the fourth extraordinary general meeting of shareholders in 2020, the company will cancel 24.5 million stock options.
6. On April 6, 2021, the company held the 10th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors, deliberated and approved the proposal on canceling some granted stock options in the 2020 stock option incentive plan. The original incentive target of the company’s 2020 stock option incentive plan, such as Chen enzhi, left the company for personal reasons, which did not meet the incentive conditions, The company cancelled 700000 stock options granted to the above incentive objects, including 350000 stock options in the first exercise period. After the cancellation, the number of stock options granted but not exercised in the company’s 2020 stock option incentive plan is 24.15 million.
7. The company held the 12th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors on May 11, 2021, deliberated and adopted the proposal on adjusting the exercise price of stock options granted in the stock option incentive plan in 2020 and 2021. The annual equity distribution of the company in 2020 was completed on May 11, 2021. According to the stock option incentive plan (Draft) in Xgd Inc(300130) 2020 With the authorization of the company’s four extraordinary general meetings in 2020, the exercise price of stock options granted in the company’s Xgd Inc(300130) 2020 stock option incentive plan (Draft) was adjusted from 25 yuan / share to 24.75 yuan / share. On May 18, 2021, the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. verified and confirmed that the exercise price of the above stock options had been adjusted.
8. On March 28, 2022, the company held the 17th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors, deliberated and adopted the proposal on canceling some granted stock options in 2020 and 2021 stock option incentive plan. Seven former incentive objects of the company’s 2020 stock option incentive plan, including director Xufan, left the company for personal reasons, which did not meet the incentive conditions, The company cancelled 1935000 stock options granted to the above incentive objects and not yet cancelled. After the cancellation, the number of stock options granted but not exercised in the 2020 stock option incentive plan of the company is 22215000.
2、 Overview of the company’s 2021 stock option incentive plan
1. The company held the 9th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors on March 16, 2021, deliberated and adopted the proposal on the draft and summary of Xgd Inc(300130) 2021 stock option incentive plan The independent directors of the company have expressed their independent opinions on the stock option incentive plan, such as the proposal on the implementation and assessment measures of Xgd Inc(300130) 2021 stock option incentive plan and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2021 stock option incentive plan, The board of supervisors verified the list of incentive objects of the 2021 stock option incentive plan and issued verification opinions.
2. From March 17, 2021 to March 26, 2021, the board of supervisors publicized the list of the proposed incentive objects on the company’s internal bulletin board, and disclosed the verification opinions and publicity instructions on the list of incentive objects of the company’s 2021 stock option incentive plan on cninfo.com on March 26, 2021. The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
3. The company held the first extraordinary general meeting of shareholders in 2021 on April 1, 2021, which deliberated and approved the proposal on the draft and summary of Xgd Inc(300130) 2021 stock option incentive plan, the proposal on the assessment measures for the implementation of Xgd Inc(300130) 2021 stock option incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2021 stock option incentive plan. The company conducted a self-examination on the trading of the company’s shares by insiders and incentive objects of the 2021 stock option incentive plan within 6 months before the first disclosure of the draft incentive plan (i.e. September 16, 2020 to March 16, 2021), and disclosed the self-examination report on the trading of the company’s shares by insiders and incentive objects of the 2021 stock option incentive plan on cninfo.com.
4. The company held the 10th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors on April 6, 2021, and deliberated and adopted the proposal on granting stock options to incentive objects under the 2021 stock option incentive plan. The board of directors considered that the conditions for granting stock options stipulated in the 2021 stock option incentive plan had been met, and agreed to take April 6, 2021 as the grant date, A total of 45 million stock options were granted to 195 incentive objects who met the grant conditions, with the grant price of 11 yuan / share. The independent directors of the company expressed their independent opinions on this. The board of supervisors verified the list of incentive objects granted and issued verification opinions, confirming that the list of incentive objects is legal and valid and the authorization date meets relevant regulations.
5. The company held the 12th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors on May 11, 2021, deliberated and adopted the proposal on adjusting the exercise price of stock options granted in the stock option incentive plan in 2020 and 2021. The annual equity distribution of the company in 2020 was completed on May 11, 2021. According to the stock option incentive plan (Draft) in Xgd Inc(300130) 2021 Authorized by the first extraordinary general meeting of the company in 2021, the exercise price of stock options granted in the Xgd Inc(300130) 2021 stock option incentive plan (Draft) of the company was adjusted from 11 yuan / share to 10.75 yuan / share. On May 18, 2021, the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. verified and confirmed that the exercise price of the above stock options had been adjusted.
6. On March 28, 2022, the company held the 17th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors, deliberated and approved the proposal on canceling some granted stock options in the stock option incentive plan in 2020 and 2021. 12 people, such as director Xufan, the original incentive object of the company’s stock option incentive plan in 2021, left the company for personal reasons and did not meet the incentive conditions, The company cancelled 1452000 stock options granted to the above incentive objects. After the cancellation, the number of stock options granted but not exercised by the company’s 2021 stock option incentive plan is 43548000.
3、 Reasons and quantity of this cancellation of stock options
According to the relevant provisions of Xgd Inc(300130) 2020 stock option incentive plan (Draft) and the assessment measures for the implementation of Xgd Inc(300130) 2020 stock option incentive plan According to the authorization of the company’s four extraordinary general meetings in 2020, the relevant provisions of Xgd Inc(300130) 2021 stock option incentive plan (Draft), the measures for the implementation and assessment of Xgd Inc(300130) 2021 stock option incentive plan, and the authorization of the company’s first extraordinary general meeting in 2021, the company plans to cancel 1935000 stock options in 2020 and 1452000 stock options in 2021 that have been granted to the above incentive objects. After this cancellation, the number of remaining stock options in the company’s stock option incentive plan in 2020 is 22215000, and the number of remaining stock options in the stock option incentive plan in 2021 is 43548000.
4、 Impact of this cancellation on the company
The cancellation of some granted stock options in 2020 and 2021 will not have a substantial impact on the company’s financial status and operating results, nor on the implementation of the company’s equity incentive plan. The company’s management team will continue to be diligent and responsible and strive to create value for shareholders.
5、 Opinions of independent directors
After carefully reading the relevant materials, the independent directors believe 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 serve 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 the stock options granted to the original incentive objects by the company complies with the relevant provisions of the administrative measures for equity incentive of listed companies, the 2020 stock option incentive plan (Draft) and the 2021 stock option incentive plan (Draft), and will not have a substantive impact on the company’s financial status and operating results, nor will it affect the diligence of the company’s management team. When the board of directors of the company deliberated on relevant proposals, the related directors have avoided voting, and their deliberation and voting procedures comply with the provisions of relevant laws, regulations, normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the articles of association.
All independent directors agreed to the proposal on cancellation of some granted stock options in 2020 and 2021 stock option incentive plan.
6、 Opinions of the board of supervisors
The board of supervisors believes 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 are no longer in the company and its holding subsidiaries due to personal reasons
