Guangzhou Jiacheng International Logistics Co.Ltd(603535)
Report on the work of independent directors in 2021
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the Listing Rules of Shanghai Stock Exchange (January 2022) and other laws, regulations and normative documents of the CSRC, as well as the provisions of the articles of association and the working system of independent directors of Guangzhou Jiacheng International Logistics Co.Ltd(603535) (hereinafter referred to as "the company" or " Guangzhou Jiacheng International Logistics Co.Ltd(603535) ), As an independent director of Guangzhou Jiacheng International Logistics Co.Ltd(603535) , in the spirit of being responsible to the board of directors and all shareholders of the company, we prudently, seriously, diligently and conscientiously performed the duties of an independent director and safeguarded the legitimate rights and interests of the company and shareholders, especially minority shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
In January 2021 and June 2021, Mr. Chen Haiquan and Mr. Xie Ruhe, the former independent directors of the company, have served as independent directors of the company for more than six years according to the provisions of "the term of re-election of independent directors shall not exceed six years" in the guiding opinions on the establishment of independent director system in listed companies issued by China Securities Regulatory Commission. They left their positions as independent directors respectively in April 2021 In June 2021, Mr. Tian Yu and Mr. Lin xunliang were added as independent directors after deliberation and approval of the company's extraordinary general meeting.
The company currently has 3 independent directors, accounting for one-third of all directors, in line with relevant laws and regulations and the articles of association.
Mr. Liang Xiaolin: former auditor of Guangzhou Yangcheng certified public accountants, project manager and business manager of Guangdong Yangcheng certified public accountants. Business manager and senior manager of Lixin Yangcheng certified public accountants. Now he is a partner of Guangdong Branch of Lixin Certified Public Accountants (special general partnership) and Guangzhou Jiacheng International Logistics Co.Ltd(603535) independent director.
Mr. Tian Yu: Professor and doctoral supervisor of the school of management of Sun Yat sen University, mainly studying logistics and supply chain management and entrepreneurial management at the bottom of the pyramid. Experts who enjoy the special government allowance of the State Council, distinguished professors of "Chutian scholars" in Hubei Province, famous teachers of "special support plan of Guangdong Province", outstanding teachers of Baosteel and outstanding talents of the Ministry of education in the new century. They are individuals who have made outstanding contributions to the counterpart support of western universities by the Ministry of education. They have been commended by the Organization Department of the CPC Central Committee and the "first class merit" awarded by the people's Government of Hunan Province. Now he is the president of Guangdong logistics and supply chain society, the vice chairman of the Teaching Steering Committee of logistics management and Engineering in Guangdong colleges and universities, and Guangzhou Jiacheng International Logistics Co.Ltd(603535) independent director.
Mr. Lin xunliang: Professor, senior economist, School of management, Guangdong University of Finance and economics. His main research field is logistics and supply chain management. Preside over or participate in Guangdong philosophy and social science planning project, Guangdong Natural Science Foundation project, National Natural Science Foundation project, Guangdong teaching quality engineering project, and planning consulting projects entrusted by government departments and large state-owned enterprises. Now he is the vice president of Guangdong society of logistics and supply chain, the member of the Teaching Steering Committee of logistics management and Engineering Specialty in Guangdong undergraduate colleges and universities, and Guangzhou Jiacheng International Logistics Co.Ltd(603535) independent director.
Our work experience, professional background, part-time work and independence meet the requirements of relevant laws and regulations of listed companies, and there is no situation affecting their independence.
In 2021, we strictly complied with relevant regulations and did not conduct securities trading in violation of regulations.
2、 Participation of independent directors in 2021
(I) attendance at the meeting in 2021
In 2021, the company held 4 general meetings of shareholders and considered and passed 32 proposals; The board of directors held 14 meetings and considered and adopted 64 proposals. As independent directors, we take the initiative to understand the details of the meeting before the board meeting, carefully read relevant materials, analyze and study relevant matters. During the deliberation of the proposal, carefully listen to the report, learn more about the proposal from the relevant personnel of the company, make full use of professional knowledge, actively participate in the discussion, carefully express independent opinions, and exercise the voting right with a scientific and rigorous attitude. The attendance at the board of directors and general meeting of shareholders in 2021 is as follows:
The number of times of attending the board meeting of the board of directors in the form of directors entrusted by the corresponding party
Liang Xiaolin 14 0 04
Tian Yu 9 9 0 0 3
Lin xunliang 6 600 02
Chen Haiquan (0)
Xie Ruhe (who has left 880002 Office)
On the basis of understanding the operation and operation dynamics of the company, we provide independent judgment, knowledge and experience for the matters discussed, promote the board of directors to have fruitful discussions and make rapid and prudent decisions, and play a positive role in ensuring that the board of directors acts with the best interests of the company as the goal. (II) work of special committees of the board of directors:
At the same time, as members of the strategy, audit, nomination, remuneration and assessment committee of the board of directors, we perform our duties in accordance with the working rules of the special committee of the board of directors, provide independent audit and reasonable suggestions on the company's affairs in different fields, and assist the board of directors in strategic review, improving the quality of financial reporting, improving the company's internal control Conduct in-depth discussions on strengthening risk management, performance appraisal and human resource management to provide important opinions and suggestions for the decision-making of major matters of the company.
3、 Independent opinions issued in 2021
Independent opinions on matters of the session
The company has fulfilled the corresponding approval procedures in accordance with the document of the notice on revising and Issuing the accounting standards for Business Enterprises No. 14 - Revenue issued by the Ministry of Finance (CK [2017] No. 22).
In accordance with the relevant provisions and requirements of the Ministry of finance, the company has made corresponding changes to the company's accounting policies. The implementation of the new accounting standards is more effective to make the company's accounting policies comply with the relevant provisions of the Ministry of finance, CSRC and Shanghai Stock Exchange leading to the change of accounting policies It is in the interests of the company and all shareholders to fairly reflect the financial status and operating results of the company. In addition, there is no other reason for the change. The decision-making procedure of this accounting policy change of the 4th board of directors complies with the provisions of the 15th meeting of relevant laws and regulations and the articles of association, does not damage the rights and interests of the company and minority shareholders, and agrees to this accounting policy change.
The company's use of idle self owned funds for entrusted financial management is carried out on the premise of ensuring the daily operation capital demand and capital safety. With regard to the use of idle self owned funds, it is conducive to improving the use efficiency of self owned funds and increasing the income of the company and all shareholders of public funds for entrusted financial management. This matter will not affect the operation of the company, nor will it damage the interests of the company or shareholders. To sum up, it is agreed that the company will use idle self owned funds with a maximum amount of no more than RMB 150 million for entrusted financial management.
The proposal of the fourth session of the board of directors on renewing the employment of the accounting institution for the year 2021 and above has been approved in advance before being submitted to the 16th meeting of the fourth session of the board of directors and the proposal on the deliberation of the meeting.
Proposal on extending the validity period of the resolution of the general meeting of shareholders on the non-public offering of a shares, and proposal on extending the validity period of the general meeting of shareholders authorizing the board of directors to handle matters related to the non-public offering of a shares
Whereas Huaxing Certified Public Accountants (special general partnership) completed the company's 2020 audit with a rigorous working attitude, provided good and professional audit services for the company, and objectively and truly reflected the company's financial situation and operating results. In order to maintain the stability and continuity of the company's external audit work in 2021, it is agreed to renew the proposal firm (special general partnership) of Huaxing accounting institution as the company's audit institution in 2021, which is responsible for the audit of the financial and accounting statements of the company and its subsidiaries in 2021 within the scope of consolidated statements Special instructions on the occupation of non operating funds and other related capital transactions, internal control audit, etc., and submit them to the general meeting of shareholders for deliberation.
After examination, the candidate for independent director Mr. Tian Yu meets the requirements of the people's Republic of China on nominating Mr. Tian Yu
The company law of the people's Republic of China (hereinafter referred to as "the company law") and other legal laws
Regulations and important cases on the qualification of directors of Listed Companies in the articles of Association
The company law and Shanghai Stock Exchange listed companies do not exist
Any circumstances under which directors are not allowed to serve as independent directors as stipulated in the guidelines for the election and conduct of directors. Since Mr. Tian Yu has not obtained the qualification certificate of independent director, Mr. Tian Yu has issued a letter of commitment, promising to participate in the latest independent director qualification training of Shanghai Stock Exchange and obtain the qualification certificate of independent director. Considering Mr. Tian Yu's educational background, personal resume and other relevant conditions, it is agreed to nominate Mr. Tian Yu as an independent director candidate of the Fourth Board of directors of the company.
After review, the board of directors of the company submitted to the general meeting of shareholders for approval to extend the validity of the resolution on the non-public offering of a shares, and the meeting of the board of directors on extending the company's non-public opening procedures The voting procedures comply with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the detailed rules for the implementation of the motion votes on the validity of the resolutions of the non-public development board of listed companies and other laws, regulations and normative documents, and meet the interests of all shareholders, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
After review, the board of directors of the company submitted to the general meeting of shareholders for approval to extend the authorization of the board of directors to fully handle matters related to the non-public offering of a shares. The board of directors has full authority to handle the validity period, as well as the convening procedures of the board of directors The voting procedure complies with the company law of the people's Republic of China on A-Shares of China sub public development bank and the people's Republic of China
