Guanghui Logistics Co.Ltd(600603)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company strictly followed the company law, the articles of association and the board of supervisors
The rules of procedure and other provisions, scrupulously performed their duties and earnestly performed the functions of the board of supervisors. Members of the board of supervisors
By attending all previous general meetings of shareholders, the board of directors and the board of supervisors as nonvoting delegates
Supervise the decision-making procedures, operation and management, financial status and the performance of directors and senior managers
Supervision and inspection have effectively safeguarded the interests of the company and the legitimate rights and interests of all shareholders, and promoted the standardized operation of the company
Improve the level of.
The main work of the board of supervisors in 2021 is reported as follows:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held 9 meetings, and the meeting conditions and resolutions are as follows:
No. meeting time, convening method and review content
1. Work report of the board of supervisors in 2020
2. Financial final accounts of the company in 2020 and financial budget report in 2021
The 9th board of supervisors 2021 3. About the company's profit distribution plan in 2020
On site method of the first meeting of the year on March 24, 2021 4. Proposal on the company's 2020 annual report and summary 5. The company's 2020 internal control evaluation report
6. Special report on the deposit and actual use of the company's raised funds in 2020
7. Proposal on estimating the company's daily connected transactions in 2021
2. The communication mode of the 9th board of supervisors on April 9, 2021: proposal on changing the company's supervisors and nominating candidates for supervisors
Second meeting in
Proposal on Exempting the notice period of the third meeting of the ninth board of supervisors in 2021 and the third meeting in three years on April 26, 2021
2. Proposal on the election of the chairman of the board of supervisors
4. The communication mode of the 9th board of supervisors on April 29, 2021: proposal of the 4th meeting of the company on the full text and text of the first quarter report of the company in 2021
5. Proposal on using part of the temporarily idle raised funds to temporarily supplement the working capital at the fifth meeting of the ninth board of supervisors on June 2, 2021
6. On site method 1 of the 9th board of supervisors on July 19, 2021. Achievement and grant of the third conditions for lifting the restrictions on the sale and exercise of restricted shares and stock options in the granting part of the sixth meeting of the first year of the 2018 restricted shares and stock options incentive plan
No. meeting time, convening method and review content
The second proposal on the achievement of the conditions for lifting the restrictions on sale and exercise of the reserved part
2. Proposal on adjusting the repurchase price of restricted shares and the exercise price of stock options in 2018
3. Proposal on acquisition of equity by subsidiaries and related party transactions
4. Proposal on Amending the rules of procedure of the board of supervisors
The 9th board of supervisors 2021 1. Proposal on the company's 2021 semi annual report and summary. The 7th meeting in 2007. On site method on August 24, 2020. 2. Special report on the deposit and actual use of the company's raised funds in the first half of 2021
1. Proposal on the third quarter report of the company in 2021
8 on site and communication of the 9th board of supervisors on October 21, 2021 2. Proposal on changing the company's supervisors and nominating candidates for supervisors combined with the 8th meeting in 2023. Proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options
1. Proposal on Exempting the notice period of the 9th meeting of the 9th board of supervisors in 2021 on the spot on November 18, 2021
The 9th meeting of the board of supervisors 2. Proposal on the election of the chairman of the board of supervisors
3. Proposal on the extension of some investment projects with raised funds
2、 Standardized operation of the company in 2021 and opinions of the board of supervisors
(I) standardized operation of the company
During the reporting period, the board of supervisors earnestly implemented the company law, the articles of association and other relevant laws and regulations
He attended the general meeting of shareholders and the board of directors held by the company in 2021 and reviewed them in accordance with the law
Have the meeting materials of the corresponding meeting, understand and master the company's business decision-making, investment plan and finance
And production and operation, as well as the convening procedures, resolutions and implementation of the above-mentioned meetings
Supervision was carried out.
The board of supervisors believes that the company has established a relatively perfect internal control system,
The decision-making procedures of the company strictly comply with the company law, securities law and other laws and regulations and China Securities Regulatory Commission
The relevant information shall be disclosed timely and accurately in accordance with the provisions of the CSRC and the articles of association.
The directors and senior managers of the company are devoted to their duties and work diligently in performing their duties
In violation of laws, regulations, the articles of association or acts detrimental to the interests of the company and shareholders.
(II) inspection of the company's financial affairs by the board of supervisors
In 2021, the board of supervisors supervised and inspected the company's financial status and financial management according to law
Check and review the accounting statements, periodic reports, financial budget and final accounts reports and relevant documents
Reviewed. The board of supervisors believes that the company strictly implements various internal control systems and follows up with the state in a timely manner
Changes in various fiscal and tax policies and standardized financial operation; The preparation of the financial statements complies with the enterprise association
Accounting standards and relevant accounting systems; The preparation and review procedures, contents and formats of the financial report comply with the relevant provisions of the listed company, and truly, objectively and fairly reflect the company's financial position, operating results and cash flow.
(III) related party transactions of the company
During the reporting period, the board of supervisors supervised and verified the performance of the company's related party transactions, and believed that the related party transactions of the company were required for normal production and operation. When the board of directors considered the related party matters, the independent directors issued prior approval and independent opinions, the related directors avoided voting, and their decision-making procedures were in line with the provisions of relevant laws, regulations and the articles of Association; The transaction price is fair and reasonable, does not violate the principles of openness, fairness and impartiality, and does not damage the interests of the company and other non related party shareholders.
(IV) review the company's profit distribution plan
In order to better repay investors and share the company's growth income with investors, on the premise of ensuring the normal operation and long-term development of the company, the company plans to distribute cash dividends of RMB 3.00 (including tax) and RMB 35866054530 for every 10 shares based on the number of share capital that can be distributed on the equity registration date determined by the profit distribution implementation announcement in 2020.
The board of supervisors believes that the plan complies with the relevant provisions of the CSRC, Shanghai Stock Exchange and the articles of association on cash dividends of listed companies, can ensure the stable return of shareholders and is conducive to the healthy, stable and sustainable development of the company.
(V) equity incentive
In the second year of 2018, the price of stock repurchase, the exercise of restricted stock options and the cancellation of restricted stock vesting conditions / vesting conditions of some shares were verified, and the exercise price of restricted stock rights was released / cancelled in the second year, The board of supervisors believes that it complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the Guanghui Logistics Co.Ltd(600603) 2018 restricted stock and stock option incentive plan (Draft), and there is no damage to the interests of the company and shareholders.
(VI) use and management of raised funds
During the reporting period, the company extended the remaining phase II of the "Urumqi north railway station logistics integrated base project" invested by some raised funds to December 2023; It is proposed to use temporarily idle raised funds of no more than RMB 508.8 million to temporarily supplement working capital; It also supervised and verified the deposit and actual use of the company's raised funds in 2020 and the first half of 2021. The board of supervisors believes that the extension and the temporary use of raised funds to supplement working capital are in line with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies issued by the CSRC Relevant regulations and normative documents such as the stock listing rules of Shanghai Stock Exchange and the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013), as well as the provisions of the company's raised funds management system, are in line with the interests of the company and all shareholders. At the same time, the company deposited, used and managed the raised funds in strict accordance with the management system of raised funds, the supervision agreement on the storage of the special account of raised funds, and the provisions of relevant laws and regulations, and performed relevant obligations, and there were no violations of laws and regulations.
(VII) review the company's internal control and risk prevention and control
The company's existing internal control system meets the requirements of national laws and regulations, meets the needs of the current actual operation situation of the company, and can meet the requirements of the company's management. In 2021, the company continued to promote the construction of internal control system, further established and improved the company's internal control system, strengthened the implementation ability of internal control system, and played a good role in controlling and preventing all processes and operation links of enterprise management, major investment, major risks, information disclosure, use of raised funds, etc. The company's self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company's internal control system, meets the needs of the company's internal control, and the overall evaluation of internal control is objective and accurate.
3、 Work prospect of the board of supervisors
In 2022, the board of supervisors of the company will continue to strengthen and improve the company's business decision-making and standardized operation, implement the supervision function, better protect the whole, and improve the professional ability and supervision level in strict accordance with the provisions of the company law, the guidelines for the standardized operation of listed companies of Shanghai Stock Exchange, the articles of association and the rules of procedure of the board of supervisors, Ensure the effective implementation of the company's internal control measures, effectively prevent and resolve risks, and promote the sustainable and healthy development of the company.
It is hereby reported.
Guanghui Logistics Co.Ltd(600603)
