Guangdong Provincial Expressway Development Co.Ltd(000429)
Work report of the board of supervisors in 2021
In accordance with the provisions of the company law and the articles of association, the board of supervisors shall perform its supervisory duties according to law, supervise the major matters of the company, the behavior of directors and senior managers in the performance of their duties, and the preservation and appreciation of the company’s state-owned assets, so as to safeguard the interests of shareholders and employees.
1、 Meetings of the board of supervisors
(I) during the reporting period, the company held 5 meetings of the board of supervisors, as follows:
1. The ninth meeting of the ninth board of supervisors was held on the morning of March 25, 2021 in the form of an on-site meeting. The meeting considered and adopted the following proposals: the proposal on the change of accounting policies, the proposal on the provision for asset impairment, the proposal on the profit distribution plan in 2020, the work report of the board of supervisors in 2020 Proposal on the annual report and its summary in 2002 and proposal on the internal control evaluation report in 2002.
Approve the proposal on the final financial statement report of 2019, the work report of the board of directors of 2019, the business report of the general manager of 2019 and the proposal on confirming the continuous risk assessment report of Guangdong Communications Group Finance Co., Ltd. at the 16th meeting of the ninth board of directors of the company Resolutions made in the proposal on the report on debt risk control in 2019, the proposal on the analysis report on debt risk in 2019, and the proposal on the company’s expected daily connected transactions in 2020.
2. The full text of the proposal on the second session of the tenth quarter of the board of supervisors and its report on the first quarter of 2024 were considered and adopted by means of communication on the morning of 26th. 3. The 11th (Interim) meeting of the ninth board of supervisors was held by means of communication voting on the morning of June 28, 2021. The meeting deliberated and adopted the proposal on changes in accounting estimates.
4. The 12th (Interim) meeting of the ninth board of supervisors was held by means of communication voting on the morning of August 26, 2021. The meeting deliberated and adopted the proposal on the provision for asset impairment and the proposal on the semi annual report and its summary of 2002.
5. The 13th (Interim) meeting of the ninth board of supervisors was held by means of communication voting on the morning of October 29, 2021. The meeting deliberated and adopted the proposal on the report of the third quarter of 2021.
(II) other management meetings attended by the board of supervisors in this year
The board of supervisors attended 38 management meetings of the company as nonvoting delegates, including 16 Party committees, 15 general manager office meetings, 4 quarterly work meetings and 1 comprehensive budget meeting. Participated in the democratic life meeting of Party members and leading cadres of Guangdong Expressway in 2021 for 2 times.
2、 Independent opinions of the board of supervisors
(I) legal operation of the company
The company can continuously improve the corporate governance structure in strict accordance with the requirements of the company law, the securities law, the articles of association, the CSRC and other relevant laws and regulations. The board of directors of the company can make scientific decisions according to the resolutions of the general meeting of shareholders, and can correctly require and guide the management team to complete various operation and management tasks. Under the correct leadership of the board of directors, the company’s management team has better completed various business tasks, especially can effectively operate in strict accordance with the provisions of the articles of association and the authorization of the board of directors on the basis of fully listening to the opinions of all parties.
(II) financial supervision of the company
The board of supervisors of the company has established a supervision and inspection system and adhered to the combination of daily supervision and special inspection. During the supervision and inspection, it was not found that the directors and managers of the company violated laws, regulations, articles of association or damaged the interests of the company when performing their duties. At the same time, the board of supervisors shall strengthen the supervision and inspection of the company’s headquarters and holding company in terms of financial audit. After supervision and inspection, no violation of the company was found. YONGTUO Certified Public Accountants (special general partnership) audited the financial report of the company in 2020 and issued an unqualified audit report. We believe that the audit report truly reflects the company’s financial situation and operating results, and the audit report is fair, objective, true and reliable.
(III) use of funds raised by the company
During the reporting period, the company did not use the raised funds.
(IV) acquisition of the company
During the reporting period, the company had no acquisitions.
(V) related party transactions of the company during the reporting period
1. The 15th (Interim) meeting of the ninth board of directors of the company deliberated and approved the proposal on signing the supplementary agreement of financial service agreement with Guangdong transportation group finance Co., Ltd., and agreed that the company and Guangdong transportation group finance Co., Ltd. should sign the supplementary agreement of financial service agreement within the validity period of the agreement, Take Guangdong Guanghui Expressway Co., Ltd. as a subordinate affiliated enterprise of the company, increase the deposit and loan amount of Guangdong transportation group finance Co., Ltd., and agree that the total daily balance of deposits absorbed by the company and its subordinate affiliated enterprises shall not exceed RMB 3 billion only, The daily balance of its credit business to the company and its affiliated enterprises shall not exceed RMB 4 billion only.
2. The 16th meeting of the ninth board of directors of the company deliberated and approved (1) the proposal on signing the entrusted operation and management contract for 20212023 of Guangzhu north section of Guangdong Jingzhu Expressway between Guangzhu section of Beijing Zhuhai Expressway Co., Ltd. and Guangdong Guangzhu north section of Beijing Zhuhai Expressway Co., Ltd, It is agreed that Guangzhu section Co., Ltd. of Beijing Zhuhai Expressway and Guangzhu north section Co., Ltd. of Guangdong Beijing Zhuhai Expressway sign the entrusted operation and management contract for Guangzhu north section of Guangdong Beijing Zhuhai Expressway from 2021 to 2023, with a total contract amount of no more than 75 million yuan. (2) The proposal on the company’s estimated daily connected transactions in 2021 agreed that the company’s headquarters, branches, wholly-owned subsidiaries and holding subsidiaries expected daily connected transactions in 2021, with a total transaction amount of 292285 million yuan.
3、 The 20th (temporary) meeting of the ninth board of directors of the company deliberated and approved the proposal on increasing capital to Guangdong Jiangzhong Expressway Co., Ltd. to participate in the investment in the reconstruction and expansion project of Zhongshan Xinlong Jiangmen Longwan section of Shenzhen Cenxi expressway: (1) It is agreed that the company will increase capital to Guangdong Jiangzhong Expressway Co., Ltd. to participate in the reconstruction and expansion project of Zhongshan Xinlong Jiangmen Longwan section of Shenzhen Cenxi expressway; (2) It is agreed that the company is based on the estimated investment amount of 10.697 billion yuan in the preliminary design of the reconstruction and expansion project approved by the Ministry of transport. The proportion of the project capital is 35% of the estimated investment amount of the project, that is, 3.744 billion yuan. The company’s increased capital by holding 15% shares of Guangdong Jiangzhong Expressway Co., Ltd. is about 562 million yuan.
(VI) opinions on the company’s proposal on the annual report and its summary in 2002
On March 25, 2021, the ninth meeting of the ninth board of supervisors of the company deliberated and adopted the proposal on the annual report of the company for 2020 and its summary, and expressed the following opinions: the procedures for the preparation and deliberation of the Guangdong Provincial Expressway Development Co.Ltd(000429) 2020 annual report of the board of directors comply with the laws, administrative laws and regulations and the provisions of the CSRC, and the contents of the report are true, accurate and reliable It completely reflects the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
(VII) opinions on the company’s self evaluation report on internal control in 2020
On March 25, 2021, the ninth meeting of the ninth board of supervisors of the company reviewed and approved the evaluation report on internal control of the company in 2020, and issued the following opinions: the company carefully reviewed and evaluated the effectiveness of the company’s internal control in accordance with the requirements of the guidelines on internal control of listed companies and the company’s internal control system, Make self-evaluation of internal control. The evaluation results objectively reflect the real situation of the company’s internal control, and the summary of the company’s internal control is relatively comprehensive. We agree with the report.
Guangdong Provincial Expressway Development Co.Ltd(000429) board of supervisors March 15, 2022
