Guangdong Provincial Expressway Development Co.Ltd(000429)
Work report of the board of directors in 2021
In 2021, in strict accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, the board of directors of the company, in the attitude of being responsible to all shareholders, scrupulously performed their duties, performed their duties diligently, earnestly implemented the resolutions of the general meeting of shareholders, actively promoted the implementation of various resolutions of the board of directors, and continuously improved the corporate governance structure of the company, It effectively ensures the standardized operation and sustainable development of the company. The main work report of the board of directors in 2021 is as follows:
1、 Construction and daily operation of the board of directors
(I) board meetings and resolutions
During the reporting period, the board of directors of the company held 10 meetings and considered 42 matters in total. Relevant matters were considered by the Party committee of the company before being submitted to the board of directors for deliberation and decision-making. The main information and resolutions of the meeting are as follows: 1. The 15th (Interim) meeting of the ninth board of directors was held by means of communication voting on the morning of January 18, 2021. The meeting considered and adopted the proposal on signing the supplementary agreement of financial service agreement with Guangdong Communications Group Finance Co., Ltd Proposal on proposing to increase the annual financial report and other audit fees, proposal on the capital increase project of Yuegao capital investment (Hengqin) Co., Ltd., proposal on convening the first extraordinary general meeting of shareholders in 2002.
2. The 16th meeting of the 9th board of directors was held on the morning of March 25, 2021 in the form of on-site meeting. The meeting considered and passed the proposal on changes in accounting policies, the proposal on the provision for asset impairment, the proposal on the financial statement report of the year 2020, and the proposal on the profit distribution plan of the year 2020 The proposal on the comprehensive budget for the year 2002, the work report of the board of directors for the year 2002, the business report of the general manager for the year 2002, the proposal on the annual report for the year 2002 and its summary, the proposal on the internal control evaluation report for the year 2002, and the proposal on hiring the audit institution for the financial report for the year 2002 The proposal on hiring the internal control audit institution in 2002, the proposal on confirming the risk continuous assessment report of Guangdong Communications Group Finance Co., Ltd., the proposal on the report on debt risk control in 2002, the proposal on the analysis report on debt risk in 2002 The proposal on the company’s expected daily connected transactions in 2021, the proposal on adding candidates for directors of the ninth board of directors, the proposal on by election of members of the audit committee of the ninth board of directors, the proposal on signing the entrusted operation and management contract for 20212023 of Guangzhu north section of Guangdong Beijing Zhuhai expressway between Guangzhu section company and Guangzhu north section company Proposal on preparing Guangdong Provincial Expressway Development Co.Ltd(000429) shareholder return plan for the next three years (20212023).
3. The 17th (Interim) meeting of the ninth board of directors was held on the morning of April 26, 2021 by means of communication voting. The meeting deliberated and adopted the proposal on the full text and text of the first quarter report of 2021, the proposal on scrapping part of fixed assets of Guangdong Provincial Expressway Development Co.Ltd(000429) Fokai branch Proposal on participating in the investment and establishment of Guodian Yuetong qiyuanxin Power Technology Co., Ltd.
4. The 18th (Interim) meeting of the 9th board of directors was held by means of communication voting on the morning of May 31, 2021. The meeting considered and adopted the proposal on Guangdong Provincial Expressway Development Co.Ltd(000429) implementing the tenure system and contractual management of the management (Trial), and the proposal on convening the annual general meeting of shareholders in 2020.
5. The 19th (Interim) meeting of the ninth board of directors 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.
6. The 20th (Interim) meeting of the 9th board of directors was held by means of communication voting on the morning of July 30, 2021. The meeting considered and adopted 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 Proposal on convening the second extraordinary general meeting of shareholders in 2001.
7. The 21st (Interim) meeting of the ninth board of directors was held on the morning of August 26, 2021 by means of communication voting. The meeting considered and passed the proposal on the provision for asset impairment, the proposal on the semi annual report of 2002 and its summary, and the proposal on confirming the risk assessment report of Guangdong Communications Group Finance Co., Ltd.
8. The 22nd (Interim) meeting of the 9th board of directors was held by means of communication voting on the morning of September 30, 2021. The meeting deliberated and adopted the proposal on Amending Some Provisions of the articles of association. 9. The 23rd (Interim) meeting of the ninth board of directors was held on the morning of October 29, 2021 by means of communication voting. The meeting deliberated and adopted the proposal on the third quarter report of 2021, the proposal on formulating Guangdong Provincial Expressway Development Co.Ltd(000429) board authorization management system, the proposal on formulating Guangdong Provincial Expressway Development Co.Ltd(000429) development strategy and planning management system The proposal on Revising the information disclosure system of debt financing instruments of Guangdong Expressway Development Co., Ltd., the proposal on Revising the management system for the write off of Guangdong Provincial Expressway Development Co.Ltd(000429) asset impairment provision, and the proposal on convening the third extraordinary general meeting of shareholders in 2021.
10. The 24th (Interim) meeting of the 9th board of directors was held by means of communication voting on the morning of December 24, 2021. The meeting considered and adopted the proposal on donation to the Provincial Charity Federation.
(II) convening and organizing the general meeting of shareholders
During the reporting period, the board of directors convened and organized four general meetings of shareholders, all of which were held by combining on-site voting and online voting, which fully guaranteed the right to know and vote of shareholders of the company, especially small and medium-sized shareholders, and protected the rights and interests of investors.
(III) implementation of profit distribution plan by the board of directors
The 2020 annual general meeting of shareholders deliberated and approved the profit distribution plan for 2020 as follows: withdraw 60842458267 yuan as the dividend distribution fund for 2020, distribute cash dividends of 2.91 yuan (including tax) to all shareholders for every 10 shares based on the total share capital of 209086126 shares at the end of 2020, and carry forward the remaining undistributed profits to the next year. The company has implemented the distribution plan to all A-share and B-share shareholders on July 15, 2021 and July 19, 2021.
(IV) attendance of directors
In 2021, all directors of the company earnestly participated in the board meeting and shareholders’ meeting held by the company with the attitude of diligence. During the meeting, carefully review the meeting documents and relevant materials, actively participate in the discussion of various topics and fully express their opinions. The attendance of directors at the board meeting is as follows:
During the reporting period, whether there is a continuous vacancy of directors’ surnames entrusted by the communication party on the site, the number of directors should attend the board meeting, the number of meetings without personal names, and the number of meetings should be discussed from the number of meetings
Chairman Zheng Renfa is currently 10190000 no
Director Wang Chunhua is currently 10 1 9 0 0 no
Director Lu Ming is currently 10 1 9 0 0 no
Director Zuo Jiang is currently 0 no
Director Chen Min is currently 10 1 9 0 0 no
Director Zeng Zhijun is currently 10 1 9 0 0 no
Director you XiaoCong is currently 10 1 9 0 0 no
Ren Hua’s director is currently 60 60 no
Director Wu Hao is currently 10 1 9 0 0 no
Huang Hai’s current director 10 1 9 0 0 no
Gu Naikang’s independent director is currently 10 1 9 0 0 no
Bao Fangzhou’s independent director is currently 10190000 no
Zhang Hua’s independent director is currently 10 1 9 0 0 no
Liu Zhonghua’s current independent director is 10190000 no
Zeng Xiaoqing is an independent director. Is he currently 10190000
Director Zhuo Weiheng leaves office no
(V) work of the professional committee of the board of directors
1. The audit committee under the board of Directors consists of three directors, two of whom are independent directors, and the chairman is Liu Zhonghua, an independent director.
In 2021, the summary report on the performance of the audit committee is as follows:
In accordance with the rules of procedure of the audit committee of the board of directors and the working procedures of the annual report of the audit committee of the board of directors and the requirements of the China Securities Regulatory Commission and Shenzhen stock exchange for the annual report of 2020, the audit committee has carried out a series of work for the audit of the company in 2020, including consultation with the chief auditor of the accounting firm, Determine the schedule of the audit of the financial report of the current year; Review the financial report prepared by the company and form written opinions; Issue the audit supervision letter to the accounting firm, requiring the accounting firm to follow the overall audit work plan and report the relevant progress to the Audit Committee; Reviewed the 2020 annual financial report submitted by the company’s finance department and issued by the annual audit accountant with unqualified opinions, and issued written audit opinions; Reviewed the work summary for the first half of the internal audit of Guangdong Expressway in 2021 and the work plan for the second half of the year.
2. The remuneration and assessment committee under the board of Directors consists of three directors, two of whom are independent directors, and Bao Fangzhou is the chairman.
In 2021, the remuneration and assessment committee carried out a series of work. First, according to the company’s performance appraisal and salary management system for senior managers, reviewed the 2020 annual report and other materials, and reviewed the salary disclosed by the company’s directors and senior managers in 2020. Second, reviewed the implementation plan of Guangdong Provincial Expressway Development Co.Ltd(000429) implementing the tenure system and contractual management of the management (Trial) (hereinafter referred to as the implementation plan) and agreed to submit the implementation plan to the board of directors of the company for deliberation. Third, reviewed the budget allocation plan for the total wages of the headquarters of Guangdong Expressway and all units directly under it in 2021.
3. The strategy committee under the board of Directors consists of five directors, three of whom are independent directors, and the chairman is Zheng Renfa.
In 2021, the strategy committee actively guided the company to prepare the “14th five year plan” development plan, carefully reviewed the “14th five year plan (first draft)” development plan of the company and put forward opinions and suggestions.
4. The risk management committee under the board of Directors consists of three directors, two of whom are independent directors, and the chairman is chairman Zheng Renfa.
The risk management committee actively carried out its work in accordance with the relevant systems of the company and the rules of procedure of the risk management committee of the board of directors, deliberated and approved the Guangdong Provincial Expressway Development Co.Ltd(000429) legal enterprise construction plan (20212025), reviewed the 2021 risk assessment results, and agreed that the assessment results objectively reflected the risk status of the company.
(VI) work of the Secretary of the board of directors
The Secretary of the board of directors faithfully and diligently performed his duties this year. First, strengthen coordination and management and continuously improve the quality of information disclosure; Adhering to the basic principle of truthfulness, accuracy, integrity and timeliness, 43 legal information disclosures were completed this year, and no violation of letter Phi occurred. Second, effectively organize and communicate, implement and complete the pre meeting communication, meeting deliberation and post meeting disclosure of the main matters considered at the tenth board meeting and the fourth general meeting of shareholders this year. Third, enhance initiative and diversity and improve the effectiveness of investor relations management. Actively communicate with investors through various channels, including receiving on-site research of institutions, holding performance description teleconference, participating in investment strategy meeting of securities companies, etc., continuously strengthen the maintenance and management of investor relations, continuously convey the value of the company positively and accurately, and strive for the recognition of the value of the company by institutional investors. Due to the stable performance and corporate governance of the company
