Report on the work of independent directors in 2021
——Xiao Ping Yang
As an independent director of Xgd Inc(300130) (hereinafter referred to as “the company”), I strictly comply with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and the articles of association In accordance with the working system of independent directors and other relevant provisions, they faithfully, diligently and honestly perform the duties of independent directors, actively attend relevant meetings, objectively and independently express their opinions on major matters, earnestly safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, and give full play to the supervisory role of independent directors. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at board meetings and performance of special committees
During the reporting period, the company held eight board meetings. I should attend eight meetings and actually attended eight meetings; A total of three shareholders’ meetings have been held, three of which should be attended and three actually attended. This year, the proposals submitted to the board of directors and the general meeting of shareholders were carefully considered, fully communicated with the company’s management, and put forward reasonable suggestions, which played a positive role in the correct decision-making of the board of directors. This year, the convening of the board of directors of the company complied with the legal procedures, and the voting on major matters followed the relevant examination and approval procedures. I voted in favour of all proposals on the board of directors, without negative vote or abstention.
In 2021, the audit committee of the board of directors held four meetings. I should attend four meetings and actually attended four meetings. As the chairman of the audit committee of the board of directors of the company, I convened the meeting on time in accordance with the working rules of the audit committee of Xgd Inc(300130) board of directors. On the proposal on the full text and summary of the 2020 annual report, the proposal on the profit distribution in 2020, the proposal on the self-evaluation report of internal control in 2020, the proposal on the financial statement report in 2020, and the proposal on the renewal of Dahua Certified Public Accountants (special general partnership) as the audit institution of the company in 2021 The proposal on the annual work summary of the audit and supervision department in 2020 and the work plan for 2021, the internal audit work plan for the verification of major matters in 2021, the proposal on the company and its subsidiaries to carry out long-term foreign exchange settlement and sales business, the proposal on joint investment and related party transactions with professional institutions, the proposal on the full text of the report for the first quarter of 2021 Proposal on the first quarter work summary and the second quarter work plan of the audit and supervision department in 2021, proposal on the full text of the semi annual report in 2021, proposal on the semi annual work summary and the second half annual work plan of the audit and supervision department in 2021, proposal on the self-evaluation report of internal control in the first half of 2021, proposal on the report on the use of previously raised funds The proposal on the report of the third quarter of 2021 and the proposal on the work summary of the third quarter and the work plan of the fourth quarter of 2021 of the audit and supervision department were deliberated, and submitted to the board of directors for deliberation after the audit committee formed a resolution.
In 2021, the remuneration and assessment committee of the board of directors held three meetings. I should attend three meetings and actually attended three meetings. As a member of the remuneration and assessment committee of the board of directors of the company, I attended the meeting on time in accordance with the working rules of the remuneration and assessment committee of Xgd Inc(300130) board of directors. At the meeting, 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 incentive plan, the proposal on confirming the remuneration of directors, supervisors and senior managers in 2020, and the proposal on cancelling the exercise conditions before the first exercise period of 2020 stock option incentive plan were reached were discussed The proposal on canceling some granted stock options in 2020 stock option incentive plan, the proposal on granting stock options to incentive objects in 2021 stock option incentive plan, the proposal on canceling stock options that have not been exercised at the second exercise expiration of 2018 stock option incentive plan The proposal on adjusting the exercise price of stock options granted by the stock option incentive plan in 2020 and 2021 was reviewed, and the opinions of the professional committee were put forward to the board of directors after the opinions were reached by the salary and assessment committee.
2、 Independent opinions
In accordance with relevant laws, regulations and relevant provisions, I have carefully understood and inspected the company’s production and operation activities and the company’s operation in 2021, and carefully considered various proposals. Independent opinions on specific matters are as follows:
Date type of independent opinion issued at the meeting
The 9th session of the 5th board of directors in March 2021 1. Agreement on Xgd Inc(300130) 2021
Independent of the draft and summary of the annual stock option incentive plan at the meeting on June 16
opinion;
2. About Xgd Inc(300130) 2021
Study on the evaluation methods for the implementation of stock option incentive plan in
Opinions
The 10th Session of the 5th board of directors in April 2021 agreed on the independence of the 2020 annual report and its summary
See you at the meeting on June 6;
2. Independent opinions on profit distribution in 2020;
3. Self evaluation report on internal control in 2020
Independent opinion of the;
4. About the confirmation of directors, supervisors and senior managers in 2020
Independent opinions on the remuneration of managers;
5. About reappointment of Dahua Certified Public Accountants (special)
Tong partnership) is the sole auditor of the company in 2021
Opinions;
6. About the amount of credit applied by the company and its subsidiaries to the bank
Independent opinions;
7. Proposal on applying for credit line from the bank for subsidiaries
Independent opinions for annual guarantee;
8. About the amount of credit applied by the subsidiary to the bank for the company
Independent opinions on providing annual guarantee;
9. About the company and its subsidiaries using their own funds to purchase
Independent opinions on financial products;
10. About the company’s 2020 stock option incentive plan
If the first exercise period fails to meet the exercise conditions, it shall be cancelled
Independent opinion of the;
11. About the forward settlement and sale of Foreign Exchange carried out by the company and its subsidiaries
Independent opinions of the board of directors;
12. On the incentive plan of stock options in 2021
Independent opinions on the granting of stock options by the incentive object;
13. On cancellation of 2020 stock option incentive plan
Independent opinions on some granted stock options;
14. About joint investment and related party transactions with professional institutions
Independent opinion of the;
15. About the verification and withdrawal of assets of the company in 2020
Independent opinions on asset impairment;
16. About the occupation of the company by controlling shareholders and other related persons
Special description of capital and external guarantee of the company
Independent opinions;
In May 2021, the 10th Session of the 5th board of directors agreed to cancel the 2018 stock option incentive plan
At the second meeting on November 11, the independence of stock options that have not been exercised at the expiration of two exercise periods
opinion;
2. About stock option incentive in 2020 and 2021
The exercise price of stock options granted under the plan shall be adjusted
Independent opinion on the whole
In June 2021, the 10th Session of the 5th board of directors agreed on the shareholding and share holding of Zhongzheng intelligent management of the subsidiary
Independent opinions on the transfer of power at the third meeting on June 23
At the 10th Session of the 5th board of directors in August 2021, the controlling shareholder and other related persons agreed to occupy the company
Special explanation and of funds and external guarantees of the company at the fourth meeting on June 17
Independent opinions;
2. About the company issuing convertible corporate bonds to unspecified objects
Independent opinion of the company
At the 10th Session of the 5th board of directors in December 2021, independent consent on the transfer of equity of secondary wholly-owned subsidiaries
Opinions of the 6th meeting on June 14
3、 Issuance of prior approval opinions
In 2021, I issued prior approval opinions on two proposals, including the proposal on joint investment and related party transactions with professional institutions and the proposal on renewing the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2021.
4、 Issuance of confirmation opinions
This year issued written confirmation opinions on the annual report of 2020, the first quarter report of 2021, the semi annual report of 2021 and the third quarter report of 2021.
5、 On site investigation of the company
In 2021, I took advantage of the opportunity to attend the meeting to conduct on-site investigation, communication and irregular on-site inspection in the company to understand the company’s production and operation, management, internal control and other system construction, the implementation of the resolutions of the board of directors, financial status and standardized operation, and use my professional knowledge to discuss the company’s development, related party transactions Put forward relevant opinions and suggestions on major matters such as the re employment of audit institutions; And keep close contact with other directors, senior managers and relevant staff of the company by telephone to timely understand the daily production and operation of the company; Always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media and network on the company, timely learn the progress of major matters of the company, and master the production and operation dynamics of the company. The company has continuously checked and supervised the performance of information disclosure and other related matters of the company, and paid close attention to the information disclosure and other related matters of the company in a timely manner. The company can complete the information disclosure in a true, accurate, complete and timely manner in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, ensuring the fairness of information disclosure.
6、 Work done in protecting the rights and interests of investors
1. Earnestly perform the duties of independent directors. Participate in the meetings of the board of directors, the general meeting of shareholders and the special committee of the company, verify the actual situation, and exercise the voting rights independently, objectively and prudently
