Securities abbreviation: Guangdong Expressway a, Guangdong Expressway B securities code: Guangdong Provincial Expressway Development Co.Ltd(000429) , 200429 Announcement No.: 2022010
Guangdong Provincial Expressway Development Co.Ltd(000429)
Announcement of resolutions of the 14th meeting of the ninth board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Guangdong Provincial Expressway Development Co.Ltd(000429) (hereinafter referred to as “the company”) the 14th meeting of the ninth board of supervisors (hereinafter referred to as “the meeting”) was held in the conference room on the 45th floor of the company on the afternoon of Tuesday, March 15, 2022. The meeting notice and relevant meeting documents of this meeting have been sent to all supervisors by fax, e-mail or in person on March 4, 2022. Four supervisors should be present at the meeting and four actually present. More than half of all supervisors participated in the meeting, which is in line with the relevant provisions of the company law of the people’s Republic of China and the Guangdong Provincial Expressway Development Co.Ltd(000429) articles of association.
2、 Deliberation at the meeting of the board of supervisors
(I) deliberation and approval of the proposal on changes in accounting policies
It is agreed that the company will adjust the presentation of centralized fund management in accordance with the notice on printing and distributing the interpretation of accounting standards for Business Enterprises No. 15 (CK [2021] No. 35) issued by the Ministry of finance from December 30, 2021. The board of supervisors believes that the accounting policy change of the company is implemented in accordance with the requirements of the relevant notice issued by the Ministry of finance, can objectively and fairly reflect the financial status and operating results of the company, its decision-making procedures comply with the provisions of relevant laws, regulations and the articles of association, provide reliable and accurate accounting information for investors, and meet the interests of the company and shareholders, Agree to the accounting policy change of the company.
Voting results: 4 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on write off of asset impairment reserves
The company agreed to write off the provision for asset impairment of 723819584 yuan.
The board of supervisors held that the provision for asset impairment written off by the company this time complies with the accounting standards for business enterprises and the company’s accounting policies. The provision for asset impairment has been included in the profits and losses of 2019, and the deferred income tax assets have been recognized accordingly. This write off will not affect the company’s financial status and operating results. The decision-making procedure of the board of directors on this proposal complies with the relevant provisions of relevant laws and regulations. The board of supervisors agreed to withdraw the provision for asset impairment this time.
Voting results: 4 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on profit distribution plan for 2021
The company has distributed a total of 1.491 billion yuan of cash dividends in 2019 and 2020 to shareholders in 2020 and 2021 respectively. With the proposed distribution of 1.192 billion yuan of cash dividends in 2021, the total cash dividends distributed in recent three years are 2.683 billion yuan, accounting for 210.29% of the average net profit of 1.276 billion yuan attributable to shareholders of the parent company in the consolidated financial statements from 2019 to 2021, Among them, the amount of dividends in 2021 accounts for 70.09% of the net profit of 1.7 billion yuan attributable to the shareholders of the parent company in 2021, and the proportion of cash dividends in this dividend distribution is 100%, which has met the requirements of relevant laws and regulations such as the decision on Amending several provisions on cash dividends of listed companies (Order No. 57 of the CSRC), the articles of association and the return plan for shareholders of the company, The board of supervisors agreed to this profit distribution proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 4 in favor, 0 against and 0 abstention.
(IV) deliberated and adopted the work report of the board of supervisors in 2021
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 4 in favor, 0 against and 0 abstention.
(V) deliberating and adopting the proposal on the annual report of 2021 and its summary
After examination, the board of supervisors believes that the procedures for the preparation and deliberation of the annual report of Guangdong Provincial Expressway Development Co.Ltd(000429) 2021 by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 4 in favor, 0 against and 0 abstention.
(VI) deliberated and passed the proposal on the internal control evaluation report in 2021
The board of supervisors held that: in accordance with the requirements of the guidelines on internal control of listed companies and the company’s internal control system, the company has carefully considered and evaluated the effectiveness of the company’s internal control and made a self-evaluation of internal control. The evaluation results objectively reflect the real situation of the company’s internal control and have a comprehensive summary of the company’s internal control, We agree with the report.
Voting results: 4 in favor, 0 against and 0 abstention.
(VII) deliberated and adopted the proposal on nominating candidates for supervisors of the ninth board of supervisors
It is agreed to nominate Ms. Wang Xiaobing as the supervisor candidate of the ninth board of supervisors of the company, with the same term of office as the members of the ninth board of supervisors, and submit it to the general meeting of shareholders of the company for election.
Voting results: 4 in favor, 0 against and 0 abstention.
3、 Review of the meeting of the board of supervisors
The board of supervisors reviewed the proposal on the final financial report of 2021, the proposal on the comprehensive budget of 2022, the work report of the board of directors of 2021, the business report of the general manager of 2021, and the proposal on hiring the audit institution of the financial report of 2022, which were considered at the 27th meeting of the ninth board of directors The proposal on hiring internal control audit institutions in 2022, the proposal on confirming the risk assessment report of Guangdong Communications Group Finance Co., Ltd., the proposal on the report on debt risk control in 2021, the proposal on the analysis report on debt risk in 2021, the proposal on the estimated daily connected transactions of the company in 2022 The proposal on transferring 100% equity of Guangdong High Speed Technology Investment Co., Ltd., a wholly-owned subsidiary, and the proposal on convening the 2021 annual general meeting of shareholders agreed with the resolution made by the board of directors on the above proposal.
4、 Documents for future reference
The resolution of the 14th meeting of the 9th board of supervisors signed by the participating supervisors and stamped with the seal of the board of supervisors.
It is hereby announced
Guangdong Provincial Expressway Development Co.Ltd(000429) board of supervisors March 16, 2022
Attachment: resume of supervisor candidates
Wang Xiaobing, female, 51 years old, has a bachelor’s degree, Bachelor of Arts, senior economist and accountant. She began working in December 1993. From December 1993 to February 2000, she successively served as the Department Deputy Manager, business department manager and president secretary of Zhanjiang Securities Co., Ltd. and the employee and Deputy manager of the comprehensive office of the financial settlement center of Guangdong Communications Group Co., Ltd. from 2001 to August 2008, From August 2008 to now, he has served as the expatriate supervisor of Guangdong Communications Group Co., Ltd.
As of the date of this announcement, Ms. Wang Xiaobing did not hold the shares of Guangdong Expressway; His company is the controlling shareholder of the company; Not punished by the CSRC and other relevant departments or the stock exchange; Meet the requirements of company law, securities law and other relevant laws, regulations and regulations.
