Guangzhou Lingnan Group Holdings Company Limited(000524)
Annual report of the board of supervisors in 2021
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of Guangzhou Lingnan Group Holdings Company Limited(000524) (hereinafter referred to as “the company”) attended all meetings of the board of directors as nonvoting delegates in accordance with the functions and powers conferred by the company law and the articles of association, and the board of supervisors of the company held a total of 8 meetings. The meetings were held as follows:
(I) the fourth meeting of the tenth session of the board of supervisors was held on January 15, 2021. The resolution announcement of the meeting of the board of supervisors was published in the securities times, China Securities News and cninfo.com on January 16, 2021 http://www.cn.info.com.cn. 。
(II) the fifth meeting of the tenth session of the board of supervisors was held on March 9, 2021. The resolution announcement of the meeting of the board of supervisors has been published in the securities times, China Securities News and cninfo.com on March 10, 2021 http://www.cn.info.com.cn. 。
(III) the sixth meeting of the tenth session of the board of supervisors was held on April 13, 2021. The announcement of the resolution of the meeting of the board of supervisors was published in the securities times, China Securities News and cninfo on April 14, 2021 http://www.cn.info.com.cn. 。
(IV) the seventh meeting of the tenth session of the board of supervisors was held on April 19, 2021. The announcement of the resolution of the meeting of the board of supervisors was published in the securities times, China Securities News and cninfo.com on April 20, 2021 http://www.cn.info.com.cn. 。
(V) the eighth meeting of the tenth session of the board of supervisors was held on April 29, 2021. The meeting of the board of supervisors considered and approved the text and full text of the company’s report for the first quarter of 2021.
(VI) the 9th meeting of the 10th Session of the board of supervisors was held on June 10, 2021. The resolution announcement of the meeting of the board of supervisors has been published in the securities times, China Securities News and cninfo.com on June 11, 2021 http://www.cn.info.com.cn. 。
(VII) the 10th meeting of the 10th Session of the board of supervisors was held on August 30, 2021. The resolution announcement of the meeting of the board of supervisors has been published in the securities times, China Securities News and cninfo.com on August 31, 2021 http://www.cn.info.com.cn. 。
(VIII) the 11th meeting of the 10th Session of the board of supervisors was held on October 29, 2021. The meeting of the board of supervisors reviewed and approved the company’s report for the third quarter of 2021.
2、 Opinions of the board of supervisors
During the reporting period, in accordance with laws and regulations such as the securities law, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, as well as the provisions and requirements of the company’s articles of association and the rules of procedure of the board of supervisors, the board of supervisors of the company earnestly performed its duties in order to effectively safeguard the interests of the company and the rights and interests of minority shareholders Attended the meetings of the board of directors and the general meeting of shareholders and participated in the company’s business decision-making activities, and supervised the preparation and review of the company’s periodic reports, external guarantees, the storage and use of raised funds, and the standardized performance of the company’s directors and senior executives. The board of supervisors issued the following audit opinions on the relevant situation of the company during the reporting period:
(I) information about the company’s legal operation
In 2021, the company’s supervisors attended all the board of directors and shareholders’ meetings held by the company as nonvoting delegates, and supervised the convening procedures, resolution matters, decision-making procedures, the implementation of the resolutions of the shareholders’ meeting by the board of directors, the performance of the company’s directors and senior managers, and the company’s internal control system in accordance with relevant laws and regulations.
The board of supervisors believes that the company can operate in accordance with the company law, the securities law, the articles of association and other laws and regulations, strictly implement the resolutions and authorizations of the general meeting of shareholders, and the decision-making procedures are legal and compliant. It is not found that the directors and senior managers of the company violate national laws and regulations, the articles of association or damage the rights and interests of the company and shareholders when performing their duties. The company’s internal control self-evaluation report comprehensively, truly and accurately reflects the actual situation of the company’s internal control.
(II) regular reports of the company
During the reporting period, the board of supervisors held a meeting and reviewed the company’s 2020 annual report, the first quarter report of 2021, the semi annual report of 2021 and the third quarter report of 2021 in the form of resolution, and issued written confirmation opinions.
After review, the board of supervisors believes that the procedures for the preparation and review of the above-mentioned periodic reports by the board of directors of the company comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report can truly, accurately and completely reflect the actual situation of the company.
(III) implementation of the company’s dividend policy
In 2020, the main business of the company was seriously affected by the epidemic of New Coronavirus pneumonia. The net profit attributable to the owners of the consolidated company was negative. According to the company law and articles of association and other relevant provisions, the company’s 2020 profit distribution plan was not cash dividends in order to protect the cash needs and sustained, stable and healthy development of the company’s future development and better safeguard the long-term interests of all shareholders. No bonus shares will be given, nor will the accumulation fund be converted into share capital.
The board of supervisors supervised the implementation of the dividend policy by the board of directors and believed that the company’s profit distribution plan for 2020 fulfilled the corresponding decision-making and information disclosure procedures. The board of supervisors did not find that the board of directors did not strictly implement the cash dividend policy, did not strictly perform the corresponding decision-making procedures, or failed to disclose the corresponding information truthfully, accurately and completely.
(IV) changes in accounting policies of the company
On December 7, 2018, the Ministry of Finance revised and issued the accounting standards for Business Enterprises No. 21 – leasing (CK [2018] No. 35) (hereinafter referred to as the “new leasing standards”), which requires enterprises listed at the same time at home and abroad and enterprises listed abroad and preparing financial statements using international financial reporting standards or accounting standards for business enterprises to take effect as of January 1, 2019, Other enterprises that implement the accounting standards for business enterprises shall be implemented as of January 1, 2021. According to the requirements of the above financial accounting [2018] No. 35 document, the company has made corresponding changes to the relevant accounting policies and implemented the new leasing standards from January 1, 2021.
The seventh meeting of the tenth session of the board of supervisors deliberated and adopted the proposal on changes in accounting policies on April 19, 2021. After review, the board of supervisors believes that the change of the company’s accounting policies complies with the relevant provisions of the Ministry of Finance and the actual situation of the company, and does not harm the interests of the company and all shareholders.
(V) information on the company’s annual external guarantee amount
Guangzhou guangzhilv Air Transport Service Co., Ltd. (hereinafter referred to as “guangzhilv air transport company”), a subsidiary of Guangzhou guangzhilv International Travel Service Co., Ltd. (hereinafter referred to as “guangzhilv air transport company”), a holding subsidiary of the company, in order to obtain and maintain the qualification of passenger transport sales agent in the agent plan implemented by the International Air Transport Association in China, AVIC Xingang Guarantee Co., Ltd., a guarantee unit recognized by the International Air Transport Association, is required to provide guarantee for the passenger transport sales agency agreement signed between guangzhilv air transport company and the International Air Transport Association, and guangzhilv Air Transport Service Co., Ltd. undertakes counter guarantee for the guarantee of AVIC Xingang Guarantee Co., Ltd. According to the above situation, the total amount of guarantee provided by the company and its subsidiaries in 2021 is expected to be 22 million yuan. Within the above guarantee limit, the term and amount of each counter guarantee obligation will be determined according to the guarantee letter issued by AVIC Xingang Guarantee Co., Ltd. to guangzhilv air transport company (Airport West Business Department of guangzhilv air transport company), and the total guarantee amount of the company (including subsidiaries) in 2021 will not exceed the guarantee limit granted this time.
On April 19, 2021, the 7th Meeting of the 10th Session of the board of supervisors deliberated and adopted the proposal on the external guarantee amount in 2021. After review, the board of supervisors believes that the above external guarantee is for the needs of the daily business operation of guangzhilv air transportation company, a subsidiary of the company, and is conducive to the development of the company’s travel agency business; The risks of this external guarantee are controllable, the review procedures comply with relevant laws, regulations and relevant provisions of regulatory authorities, and there is no situation damaging the interests of the company and shareholders.
(VI) deposit and use of raised funds
The seventh meeting of the tenth session of the board of supervisors deliberated and approved the special report on the deposit and use of raised funds in 2020 on April 19, 2021, and the tenth meeting of the tenth session of the board of supervisors deliberated and approved the special report on the deposit and use of raised funds in 2021. After review, the board of supervisors believes that the company has disclosed the relevant information on the use of raised funds in a timely, true, accurate and complete manner in accordance with the provisions and requirements of relevant laws, regulations and normative documents, and there are no violations in the storage, use, management and disclosure of raised funds.
(VII) annual provision for asset impairment and write off of assets
On April 19, 2021, the 7th Meeting of the 10th Session of the board of supervisors deliberated and adopted the proposal on the company’s provision for asset impairment and write off of assets in 2020. After review, the board of supervisors held that the provision for asset impairment and write off of assets this time were in line with the accounting standards for business enterprises and the relevant accounting policies implemented by the company, in line with the actual situation of the company, and could fairly and objectively reflect the asset status and profitability of the company after the provision for asset impairment and write off. The board of directors reviewed the legal compliance of the decision-making procedures for the provision for asset impairment and write off of assets this time.
(VIII) financial assistance provided to subsidiaries
The fourth session of the tenth session of the board of supervisors deliberated and adopted the proposal on providing financial assistance to wholly-owned subsidiaries on January 15, 2021. After review, the board of supervisors believes that the financial assistance provided by the company to Guangzhou Garden Hotel Co., Ltd. (hereinafter referred to as “Garden Hotel”), China Hotel and Guangzhou Lingnan International Hotel Management Co., Ltd. (hereinafter referred to as “Lingnan Hotel”) complies with the provisions of relevant laws, regulations, normative documents and systems such as the stock listing rules of Shenzhen Stock Exchange, the articles of association and so on. The company’s financial assistance to Garden Hotel, China Hotel and Lingnan hotel with its own funds is based on the needs of its actual business development, which is conducive to reducing the financing cost. The objects of financial assistance provided this time are all wholly-owned subsidiaries of the company. The company can implement effective business, fund management and risk control. The risk of financial assistance is controllable and will not have an adverse impact on the operation of the company. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
On March 9, 2021, the 5th meeting of the 10th Session of the board of supervisors deliberated and adopted the proposal on providing financial assistance to holding subsidiaries. After review, the board of supervisors believes that the financial assistance provided by the company to guangzhilv complies with the provisions of relevant laws, regulations, normative documents and systems, such as the Listing Rules of Shenzhen Stock Exchange, the articles of association and so on. The financial support provided by the company to Guangzhi travel with its own funds is based on the needs of its actual business development, which is conducive to reducing the financing cost. The object of financial assistance this time is the holding subsidiary of the company. The company can implement effective business, fund management and risk control. The risk of financial assistance is controllable and will not have an adverse impact on the operation of the company. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
The 9th meeting of the 10th Session of the board of supervisors was held on June 10, 2021. Guangzhilv, the holding subsidiary of the company, paid its own funds to its wholly-owned subsidiary Kunming guangzhilv International Travel Agency Co., Ltd. (hereinafter referred to as “Kunming guangzhilv”) and its holding subsidiary Shanghai Shenshen International Travel Agency Co., Ltd. (hereinafter referred to as “Shanghai Shenshen International Travel”) The financial assistance provided by the holding subsidiary Shanxi Modern International Travel Agency Co., Ltd. (hereinafter referred to as “Shanxi Modern International Travel”) complies with the provisions of relevant laws, regulations, normative documents and systems, such as the stock listing rules of Shenzhen Stock Exchange, the articles of association and so on. The objects of financial assistance provided this time are wholly-owned or holding subsidiaries of guangzhilv. The company can implement effective business, fund management and risk control. The risk of financial assistance is controllable and will not have an adverse impact on the company’s operation. (IX) adjustment of performance commitment of the subject matter of M & A
On April 13, 2021, the 6th meeting of the 10th Session of the board of supervisors deliberated and adopted the proposal on adjusting the performance commitments of Wuhan feitu Holiday International Travel Agency Co., Ltd. and the proposal on adjusting the performance commitments of Sichuan New Territories International Travel Agency Co., Ltd. The board of supervisors believes that the review procedures for the adjustment of performance commitments of Wuhan feitu Holiday International Travel Agency Co., Ltd. and Sichuan New Territories International Travel Agency Co., Ltd. comply with relevant laws and regulations such as the company law, the securities law, the articles of association and the guidelines for the supervision of listed companies No. 4 – commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies Provisions of normative documents. The performance adjustment commitment is made according to the current global epidemic situation and the actual situation of the operation of the target of M & A, which is conducive to safeguarding the overall and long-term interests of the company, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(x) financial situation of the company
The board of supervisors carefully inspected the company’s financial system and financial management, reviewed various financial reports reviewed by the board of directors, and believed that the company could strictly implement the national accounting regulations and accounting system and had a sound internal financial management system and management system.
（11） Opinions on the implementation of the company’s information disclosure management system and the management of insiders
The board of supervisors of the company pays close attention to the information disclosure management of the company, ensures that the company strictly complies with the relevant requirements of the information disclosure management system, and continuously improves the standardization and efficiency of information disclosure
