Guangdong No.2 Hydropower Engineering Company Ltd(002060)
Announcement of resolutions of the 13th meeting of the 7th 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.
On March 18, 2022, the notice of the 13th meeting of the seventh board of supervisors of Guangdong No.2 Hydropower Engineering Company Ltd(002060) (hereinafter referred to as “the company”) was sent to all supervisors in the form of e-mail. The meeting was held in the form of on-site meeting on March 29, 2022. The on-site meeting was held in conference room 2505, A-1 business center, building 1, Guangshen Avenue West, Xintang Town, Zengcheng District, Guangzhou, Guangdong Province. Three supervisors should attend the meeting and three actually attended the meeting.
The meeting was held in accordance with the relevant provisions of the company law and the articles of association. The meeting was presided over by Mr. Li Wanrui, chairman of the board of supervisors. The meeting considered all the proposals listed in the notice and made the following resolutions:
1、 The 2021 annual work report of the board of supervisors of the company (this report needs to be submitted to the general meeting of shareholders for deliberation) was reviewed and adopted with 3 affirmative votes, 0 negative votes and 0 abstention votes;
(I) meetings of the board of supervisors in 2021
In 2021, the board of supervisors of the company conscientiously performed its supervision duties in strict accordance with the requirements of the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant laws and regulations, actively and effectively carried out work, supervised the standardized operation, financial management, related party transactions, major matters, internal control, the performance of duties of directors and senior managers of the company, and made every effort to protect the rights and interests of shareholders The interests of the company and the legitimate rights and interests of employees shall not be infringed. Five meetings were held throughout the year.
(II) opinions of the board of supervisors on the work of the company in 2021
During the reporting period, the board of supervisors carefully performed the supervision function of the board of supervisors, and carefully checked the company’s legal operation, financial status, capital occupation and guarantee of controlling shareholders and related parties, related party transactions, employment of external audit institutions, issuance of convertible bonds and the construction and operation of the company’s internal control system. No violations of laws, regulations, articles of association or damage to the interests of the company were found.
All supervisors believe that this report truthfully reflects the performance of the board of supervisors in 2021, agree to adopt the report, and express that they will continue to perform their duties and responsibilities in strict accordance with relevant laws and regulations, regulatory requirements and the provisions of the articles of association, so as to further promote the standardized operation of the company.
2、 The annual report of the company in 2021 and its summary (this report needs to be submitted to the general meeting of shareholders for deliberation) were reviewed and adopted with 3 affirmative votes, 0 negative votes and 0 abstention votes;
After review, the board of supervisors believes that the procedures for the board of directors to prepare and review the company’s 2021 annual report comply with laws, administrative regulations and relevant provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
For details, please refer to the summary of Guangdong No.2 Hydropower Engineering Company Ltd(002060) 2021 annual report disclosed by the company in China Securities Journal, securities times, Shanghai Securities Daily and cninfo.com on March 30, 2022, and the Guangdong No.2 Hydropower Engineering Company Ltd(002060) 2021 annual report disclosed by cninfo.com. 3、 3 in favor, 0 against and 0 abstention, deliberating and adopting the annual audit report of the company in 2021;
The board of supervisors believes that Dahua Certified Public Accountants (special general partnership) has audited the company’s financial report in 2021 and issued a standard unqualified audit report, which objectively reflects the company’s financial situation in 2021.
For details, please refer to the annual audit report of Guangdong No.2 Hydropower Engineering Company Ltd(002060) 2021 disclosed by the company on cninfo.com on March 30, 2022.
4、 3 in favor, 0 against and 0 abstention. The company’s 2021 annual financial statement report was adopted (this report needs to be submitted to the general meeting of shareholders for deliberation);
The board of supervisors believes that the preparation and deliberation of the company’s 2021 annual financial statement meet the requirements of relevant laws and regulations, and the content of the report truly, accurately and completely reflects the company’s financial status and operating results.
5、 3 in favor, 0 against and 0 abstention. The company’s profit distribution plan for 2021 (this plan needs to be submitted to the general meeting of shareholders for deliberation);
The board of supervisors believes that the company’s profit distribution plan for 2021 is in line with the actual situation of the company and the relevant provisions of the articles of association, and there is no damage to the interests of the company’s shareholders, especially the minority shareholders.
6、 3 in favor, 0 against and 0 abstention, deliberated and adopted the 2021 annual internal control evaluation report of the company;
In accordance with the basic norms of enterprise internal control, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions, the board of supervisors inspected the establishment, improvement and operation of the company’s internal control in 2021, reviewed the report on the evaluation of the company’s internal control in 2021 and issued the following opinions:
(I) in accordance with the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on strengthening the internal control of listed companies, and in combination with the company’s production and operation and management practice, the company establishes and improves the internal control system and organization system of all links to ensure the normal operation of the company’s business activities.
(II) the company’s 2021 internal control evaluation report truly and completely reflects the current situation of the establishment, improvement and implementation of the company’s internal control system, and the overall evaluation of internal control is objective and accurate.
Looking at the implementation and control effect of the company’s internal control, the board of supervisors believes that the 2021 internal control evaluation report of the company objectively reflects the real situation of the company’s internal control, and we agree with the report.
For details, please refer to the internal control evaluation report of Guangdong No.2 Hydropower Engineering Company Ltd(002060) 2021 disclosed by the company in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on March 30, 2022. 7、 3 in favor, 0 against and 0 abstention. The proposal on renewing the appointment of accounting firm was adopted (this proposal needs to be submitted to the general meeting of shareholders for deliberation);
In the process of serving the company in 2021, Dahua Certified Public Accountants (special general partnership) adhered to the principle of independent audit, objectively, fairly and fairly reflected the financial situation of the company, earnestly performed the responsibilities of the audit institution, and safeguarded the legitimate rights and interests of the company and shareholders from a professional perspective. In order to maintain the continuity and stability of the audit work, the board of supervisors agreed to continue to employ the firm as the audit institution of the company’s 2022 financial report.
For details, please refer to the announcement of Guangdong No.2 Hydropower Engineering Company Ltd(002060) on renewing the appointment of accounting firm disclosed by the company in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on March 30, 2022. 8、 3 in favor, 0 against and 0 abstention. The proposal on the change of accounting estimates of the company was adopted (this proposal needs to be submitted to the general meeting of shareholders for deliberation).
The board of supervisors believes that the changes in accounting estimates comply with the actual situation of the company and relevant provisions such as the accounting standards for business enterprises, and its decision-making procedures comply with relevant laws and regulations and the articles of association. The changed accounting policies can more accurately reflect the company’s financial situation and operating results, and there is no damage to the interests of the company and shareholders. The board of supervisors agreed to the changes in accounting estimates.
For details, please refer to the announcement of Guangdong No.2 Hydropower Engineering Company Ltd(002060) on the change of accounting estimates of the company disclosed by the company in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com on March 30, 2022. Documents for future reference
Resolution of the 13th meeting of the 7th board of supervisors.
It is hereby announced.
Guangdong No.2 Hydropower Engineering Company Ltd(002060) board of supervisors March 30, 2022
