In 2021, the board of supervisors of Hainan Strait Shipping Co.Ltd(002320) (hereinafter referred to as “the company”) conscientiously performed various functions and obligations, earnestly safeguarded the interests of the company and the legitimate rights and interests of all shareholders, and effectively gave full play to the functions of the board of supervisors in accordance with the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions. The main work of the board of supervisors in 2021 is reported as follows:
1、 Meetings of the board of supervisors
(I) meetings of the board of supervisors
During the reporting period, the board of supervisors faithfully performed its duties in accordance with the provisions of the articles of association and the rules of procedure of the board of supervisors. A total of 9 meetings of the board of supervisors were held in 2021, and 34 proposals were considered and adopted. The convening, convening, discussion and voting of the meeting shall comply with the provisions of the company law, the articles of association, the rules of procedure of the board of supervisors and other laws and regulations. The details of the meeting of the board of supervisors in 2021 are as follows:
1. On February 9, 2021, the company held the 18th (Interim) meeting of the 6th board of supervisors, deliberated and adopted the proposal on Amending the rules of procedure of the board of supervisors.
2. On March 25, 2021, the company held the 19th meeting of the 6th board of supervisors, which deliberated and approved 9 proposals, including the work report of the board of supervisors in 2020, the work report of the general manager in 2020, the financial statement report in 2020, the annual report and summary in 2020.
3. On April 14, 2021, the company held the 20th meeting (temporary) of the sixth board of supervisors, which deliberated and approved the proposal on the implementation of phase II terminal asset acquisition project of automobile passenger and cargo ro Ro Terminal in xinhaigang district.
4. On April 22, 2021, the company held the 21st Meeting (Interim) of the sixth board of supervisors, which reviewed and approved the report of the first quarter of 2021.
5. On August 24, 2021, the company held the 22nd Meeting (Interim) of the sixth board of supervisors, which deliberated and adopted the company’s 2021 semi annual report and its summary.
6. On September 7, 2021, the company held the 23rd (temporary) meeting of the sixth board of supervisors, deliberated and adopted the proposal on the general election of the board of supervisors.
7. On September 28, 2021, the company held the first meeting (temporary) of the seventh board of supervisors, which deliberated and approved 16 proposals, including the company’s compliance with the conditions for major asset restructuring, the plan for this major asset restructuring, and the company’s compliance with relevant laws and regulations.
8. On October 28, 2021, the company held the second meeting (temporary) of the seventh board of supervisors, deliberated and approved three proposals, including the election of the chairman of the board of supervisors and the report of the third quarter of 2021.
9. On December 13, 2021, the company held the third meeting (temporary) of the seventh board of supervisors, deliberated and approved the proposal on the acquisition of land of Haikou Xinhai ro Ro Wharf passenger transport comprehensive hub project and projects under construction under PPP mode. (II) attendance of the board of supervisors at the board of directors and the general meeting of shareholders
In 2021, the company’s supervisors attended all previous board meetings as nonvoting delegates and attended all previous general meetings of shareholders, focusing on the company’s standardized governance and operation, risk control, operation and investment, financial status, regular reports, related party transactions, performance of directors and senior managers, and paying attention to the effectiveness of supervision.
2、 Opinions of the board of supervisors on relevant matters in 2021
(I) legal operation of the company
During the reporting period, the board of supervisors supervised the operation of the company according to law by attending the general meeting of shareholders, attending the board of directors as nonvoting delegates and daily review. The board of supervisors held that in 2021, all major decision-making procedures of the company followed the company law and the articles of association, the decision-making procedures were legal, and a relatively perfect internal control system had been established. The board of directors earnestly implemented the resolutions of the general meeting of shareholders and faithfully fulfilled the obligation of good faith. The directors and management team of the company did not violate laws, regulations, articles of association or damage the interests of the company when performing their duties. The board of supervisors of the company has no objection to the supervision matters in 2021.
(II) check the company’s financial situation
During the reporting period, the board of supervisors inspected and reviewed the company’s financial status and operating results in 2021, focusing on the company’s quarterly, interim and annual financial reports and relevant financial and accounting documents considered by the board of directors. It is believed that the company’s financial situation is good, the financial system is sound and the financial management is standardized; Tianzhi Certified Public Accountants (special general partnership) issued a standard unqualified audit report on the company’s 2021 financial statements, which truly, objectively and accurately reflected the company’s financial status and operating results.
(III) internal control management and supervision
The board of supervisors reviewed the company’s self-evaluation report on internal control in 2021 and the operation of the company’s internal control during the reporting period, and held that during the reporting period, the company improved the corporate governance structure and established a relatively perfect internal control system in accordance with the requirements of the company law, the articles of association and other relevant regulations,
The system meets the requirements of relevant national laws and regulations and the actual needs of the company’s production, operation and management, can be effectively implemented, and plays a good role in risk prevention and control of all links of the company’s operation and management. The board of supervisors has no objection to the self-evaluation report on the company’s internal control.
(IV) verification of information disclosure and insider management
After verification, the board of supervisors believes that the company has established a relatively complete management system for insiders of inside information and registered insiders of inside information for the record. During the reporting period, the company did not have any insider trading the company’s shares by using the insider information, and the company’s directors, supervisors and senior managers illegally traded the company’s shares. The quality of information disclosure of the company is good, and it is rated as class A in the annual information disclosure rating of Shenzhen Stock Exchange.
（5） Verification of fund occupation and external guarantee of related parties
The board of supervisors has carefully reviewed the capital occupation of the non controlling shareholders and other related parties of the company; During the reporting period, the company had no external guarantee.
(VI) related party transactions
After verification, the board of supervisors believes that all related party transactions of the company in 2021 are based on the needs of the company’s normal production and operation. All related party transactions follow the principles of fairness, impartiality and openness, and perform legal and standardized decision-making procedures. There is no situation that damages the interests of the company and shareholders.
3、 2022 annual work plan of the board of supervisors of the company
In 2022, the board of supervisors will faithfully and diligently perform its supervisory duties in strict accordance with relevant laws and regulations, the articles of association and the rules of procedure of the board of supervisors, and continuously promote the standardized operation of the company. The main work plan is as follows:
1. Conscientiously perform their duties in accordance with laws and regulations. In 2022, the board of supervisors will continue to improve the work and operation mechanism of the board of supervisors, strengthen work communication with the board of directors and management, and supervise the performance of directors and senior managers according to law. Regularly organize and hold meetings of the board of supervisors, attend the board of directors of the company as nonvoting delegates, attend the general meeting of shareholders, perform supervision functions, and safeguard the legitimate rights and interests of the company and shareholders.
2. Strengthen supervision and inspection to prevent business and investment risks. Review and supervise the implementation of the company’s financial report on a regular basis; Promote the company to further improve its internal control system; Focus on the tracking, inspection and supervision of major investment projects and key posts of xinhaigang passenger transport hub.
3. Strengthen the construction of the board of supervisors. Members of the board of supervisors actively participate in the relevant training organized by the regulatory authorities and the company, continuously improve their professional ability and supervision and inspection level, and promote the standardized operation of the company.
