Guanghui Logistics Co.Ltd(600603)
Report on the work of independent directors in 2021
As an independent director of Guanghui Logistics Co.Ltd(600603) (hereinafter referred to as "the company"), in accordance with the provisions and requirements of the securities law, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange, the governance standards of listed companies, the articles of association and the working system of independent directors of the company, In the work of 2021, he performed his duties honestly, diligently and independently, actively attended relevant meetings, carefully considered various proposals, and issued prior approval and independent opinions on relevant matters, which played a positive role in improving the corporate governance structure, improving the standardized operation of the company, safeguarding the overall interests of the company and protecting the interests of small and medium-sized investors. The specific performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
Mr. Dou ganggui, male, born in 1969, is an EMBA graduate student of Zhejiang University and a doctoral student in civil and commercial law of China University of political science and law. At present, he is Guanghui Logistics Co.Ltd(600603) independent director, chief lawyer of Xinjiang Juchen law firm, director of Xinjiang Chuang anda Electronic Technology Development Co., Ltd. and Xinjiang Longteng Tianyu Agricultural Technology Co., Ltd. He once served as a director of Xinjiang Weitai Thermal Power Co., Ltd. and Urumqi Economic and Technological Development Zone Construction Investment and development (Group) Co., Ltd.
Ms. song Yan, female, born in 1966, is now Guanghui Logistics Co.Ltd(600603) independent director, partner of zhongshenhua Certified Public Accountants (special general partnership), supervisor of Bank of Xinjiang Co., Ltd., Xinjiang baihuacun Co., Ltd. Xinjiang Tianshun Supply Chain Co.Ltd(002800) , independent director of Xinjiang Baodi Mining Co., Ltd. and Xinjiang Xinhua hydropower Investment Co., Ltd. He once served as an independent director of Xinjiang tianwu Ecological Technology Co., Ltd. Xinjiang Yilite Industry Co.Ltd(600197) , an independent director of Xinjiang hehe jewelry and jade Co., Ltd. and a director of Guangzheng Group Co., Ltd. Mr. Ge Ju, male, born in 1964, has a master's degree. He is now Guanghui Logistics Co.Ltd(600603) independent director, independent director of Xinjiang Zhenkun Logistics Co., Ltd. (IPO), vice president of Xinjiang Logistics Association, vice president of Xinjiang logistics society, and deputy director of the expert committee of Asia Europe continental bridge logistics branch of China Transportation Association.
As independent directors of the company, there is no situation between us that affects the independence of independent directors and the company, and there is no situation contrary to the contents of the director's statement and commitment.
2、 Annual performance of independent directors
The board of directors of the company has always maintained a scientific and efficient decision-making procedure and held meetings by combining on-site meetings and communication voting. In 2021, we actively participated in the general meeting of shareholders, the board of directors and the meetings of four special committees under the board of directors.
(I) attendance at shareholders' meetings and meetings of the board of directors
In 2021, the company held 9 meetings of the board of directors and 5 meetings of shareholders. We all attended the meeting. At the meeting, we actively participated in the discussion of various proposals and put forward suggestions and opinions, exercised the voting right with a rigorous attitude, and voted for all proposals without objection or abstention.
Participation in the board of directors and the general meeting of shareholders
Independent directors should attend the meeting in person and entrusted by the corresponding party this year. Are there two consecutive shareholders' names? Number of meetings of the board of directors number of times of formal attendance number of times of absence number of times of not attending the meeting in person plus the number of meetings
Dou ganggui 9 7 4 20 No 5
Song Yan 9 9 3 0 0 No 5
Ge Ju 9 8 4 1 0 No 5
(II) cooperation of listed companies with independent directors
During the reporting period, the company always supported our work and provided convenient conditions such as meeting affairs, communication and personnel arrangement for us to perform our duties. The company's non independent directors and senior managers have maintained smooth communication channels with us to ensure timely understanding of the company's operation and operation. At the same time, before holding relevant meetings, the company carefully prepared meeting materials and delivered them timely and accurately, which actively and effectively cooperated with our work.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
In accordance with the requirements of the standards for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange and other relevant provisions, we believe that the related party transactions of the company in 2021 are necessary for the strategic development, production and operation of the company. The transaction price necessary for the production and operation of the company follows the principle of fair and reasonable pricing, has obtained our approval in advance, has also performed the necessary decision-making procedures, and abides by the principles of fairness, impartiality, voluntariness and integrity. There is no situation that damages the interests of the company and its shareholders.
(II) acquisition of equity of related parties
During the reporting period, we reviewed the proposal on the acquisition of equity and related party transactions by subsidiaries at the sixth meeting of the 10th board of directors in 2021 and issued independent opinions. We carefully reviewed the contents of the proposal in advance, fully communicated with relevant personnel of the evaluation institution, and listened to the report of the company's management on the necessity of equity acquisition at the meeting of the board of directors. We believe that this connected transaction follows the principles of voluntariness, equality and fairness, The transaction price is based on the appraisal value reflected in the asset appraisal report. The transaction pricing method is fair and does not harm the interests of the company's shareholders, especially non affiliated shareholders. This transaction meets the needs of the company's strategic development and is conducive to the company's long-term and stable operation. The decision-making procedure of this connected transaction complies with the company law, securities law and other laws and regulations, as well as the articles of association and other internal rules and regulations of the company.
At the same time, the independent directors specially draw the attention of shareholders that the equity of the subject company is in the state of pledge, but the company will agree on the equity transfer matters through the equity transfer agreement and the commitments issued by related parties, so as to protect the interests of the company and all shareholders to the greatest extent.
(III) external guarantee and fund occupation
During the reporting period, we conducted a special audit on the external guarantees of the company as of December 31, 2021 in accordance with the securities law, the notice on regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies, the notice on regulating the external guarantees of listed companies and other provisions.
After verification, the balance of guarantee provided by the company at the end of the reporting period was 2517192300 yuan, which provided guarantee for the company's loan to Asia China logistics, Meishan Shengfeng, huirun Xingjiang development loan and the company's M & a transaction.
(IV) use of raised funds
During the reporting period, we reported on the special report on the deposit and actual use of the company's raised funds in 2020 and the special report on the deposit and actual use of the company's raised funds in the first half of 2021 The proposal on the extension of some investment projects with raised funds and the proposal on the company's use of some temporarily idle raised funds to temporarily supplement working capital were supervised and reviewed. At the same time, the company has carried out special account storage and special use of the raised funds in strict accordance with relevant regulations and requirements, and there is no case of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
(V) appointment or replacement of accounting firms
During the reporting period, we believe that Daxin certified public accountants has the qualification to audit securities and futures related businesses, and has many years of experience and ability to audit listed companies. In the audit process of the company over the years, the company has been able to abide by the independent audit standards for certified public accountants, perform audit duties diligently, express audit opinions objectively and fairly, and better fulfill the responsibilities and obligations of the audit institution. It is agreed that the company will continue to employ Daxin Certified Public Accountants (special general partnership) as the company's financial and internal control audit institution in 2021.
(VI) annual profit distribution plan
During the reporting period, we expressed independent opinions on the company's 2020 profit distribution plan at the second meeting of the 10th board of directors in 2021. We believe that the company's 2020 profit distribution plan is in line with the current actual situation of the company, takes full account of the company's current operating performance and strategic needs, and takes into account the immediate and long-term interests of shareholders, It is conducive to the sustainable, stable and healthy development of the company. At the same time, it complies with the articles of association, the relevant provisions of the CSRC and the Shanghai Stock Exchange on cash dividends of listed companies. The directors, supervisors and senior managers are diligent and do not harm the interests of the company and its shareholders, especially small and medium-sized shareholders, There is no obvious unreasonable situation such as cash out by major shareholders, or relevant shareholders abuse shareholders' rights and improperly intervene in the company's decision-making.
(VII) implementation of equity incentive
During the reporting period, in order to further improve the corporate governance structure and improve the company's long-term incentive mechanism, the company implemented the equity incentive plan, In the sixth meeting of the 10th board of directors in 2021, we made comments on the proposal on the achievement of the third release of restricted stock and stock option incentive plan in 2018 for the first time and the achievement of the second release of restricted stock and stock option incentive plan in 2018 Independent opinions were expressed in the proposal on adjusting the repurchase price of restricted shares and the exercise price of stock options in 2018 and the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options at the eighth meeting of the 10th board of directors in 2021. The above proposals have fulfilled the necessary procedures, and the deliberation and voting procedures comply with laws, regulations According to the normative documents, the articles of association, the incentive plan and other relevant provisions, the relevant matters will not have a significant impact on the company's operating performance, and there is no damage to the interests of the company's shareholders, especially the interests of minority shareholders.
(VIII) implementation of information disclosure
During the reporting period, the company was able to perform the internal examination and approval procedures and information disclosure obligations of information disclosure in strict accordance with the administrative measures for information disclosure of listed companies and the stock listing rules of Shanghai Stock Exchange. There were no false records, misleading statements and major omissions. A total of 4 periodic reports and 68 temporary announcements were disclosed throughout the year.
(IX) implementation of internal control
During the reporting period, we always paid attention to and urged the management to continuously optimize the internal control management process, strictly control business risks, and regularly listen to the report on the implementation of the company's internal control. After verification, the company has no major defects in the design or implementation of internal control.
4、 Overall evaluation and recommendations
During the reporting period, as an independent director of the company, we exercised our voting rights independently, prudently and objectively on various proposals of the company, and made efforts to promote the company's further standardized operation and safeguard shareholders' rights and interests. In 2022, we will make persistent efforts, rely on the professionalism and independence of independent directors, continuously improve the ability to perform our duties, vigorously promote the improvement and optimization of corporate governance structure, and effectively safeguard the overall interests of the company and the legitimate rights and interests of shareholders. At the same time, we sincerely thank the board of directors, management and relevant personnel of the company for their cooperation and support in performing our duties!
It is hereby reported.
Independent directors: Dou ganggui, song Yan, Ge Ju March 9, 2022
