Beibu Gulf Port Co.Ltd(000582)
Report on the work of independent directors in 2021
As an independent director of Beibu Gulf Port Co.Ltd(000582) (hereinafter referred to as "the company"), in 2021, in strict accordance with the company law, the securities law, the rules for independent directors of listed companies and other laws and regulations, normative documents, the articles of association, the working system of independent directors and other relevant provisions, I performed my duties diligently, actively attended relevant meetings and carefully considered various proposals, He expressed independent and objective opinions on major issues considered by the board of directors, faithfully performed the duties of independent directors, and safeguarded the legitimate rights and interests of investors, especially minority shareholders. The performance of duties in 2021 is reported as follows: I. attendance at the meetings of the board of directors and the general meeting of shareholders of the company
In 2021, the company held 15 meetings of the board of directors and 2 general meetings of shareholders. The attendance at the meetings is as follows:
During the reporting period, the on-site attendance was entrusted by communication. Are there two consecutive shareholders present
Number of times to attend the board of directors, number of times to attend, number of times to be absent, number of times not to attend the general meeting in person
Number of meetings plus number of meetings
15 15 0 0 0 0 No 2
In 2021, the board of directors of the company considered a total of 74 proposals. I earnestly performed the duties of independent directors according to law. Based on the principles of diligence, pragmatism, integrity and responsibility, carefully considered various proposals with professional ability and experience, exercised voting rights independently and objectively, and expressed independent opinions on relevant proposals, so as to play a positive role in scientific and correct decision-making of the board of directors of the company. In my opinion, the convening and holding of the board of directors and the general meeting of shareholders of the company comply with the legal procedures, and the relevant approval procedures have been performed for major business decisions and other major matters, which are legal and effective. I carefully reviewed the proposals and materials of the board of directors one by one, maintained communication with relevant personnel, and expressed my support for all the proposals under consideration on the principle of diligence and responsibility, without raising objections, objections or waivers.
2、 Express independent opinions and prior approval
In accordance with relevant laws, regulations and relevant provisions, as an independent director of the company, he carefully understood and inspected the business activities of the company in 2021, and jointly issued 11 independent directors' prior approval opinions and 29 independent opinions on relevant matters with other independent directors based on his independent position. The details are as follows:
1. On January 22, 2021, the company held the 34th meeting of the 8th board of directors. I gave my prior approval opinions and independent opinions on the signing of fishery resources compensation implementation contract and related party transactions between the company and China Hong Kong Construction Department, and the extension of audit reports related to the investment projects funded by convertible bonds;
2. On February 5, 2021, the company held the 35th meeting of the 8th board of directors. I gave my prior approval opinions and independent opinions on the evaluation report and extension of the evaluation period involved in the investment project raised by convertible bonds, and my independent opinions on the appointment of deputy general manager and Secretary of the board of directors;
3. On April 12, 2021, the company held the 36th meeting of the 8th board of directors. I gave my prior approval opinions and independent opinions on the company's re employment of accounting firm and the related party transactions involved in the application for government special bond funds, and made comments on the profit distribution and capital reserve converted into share capital in 2020, the occupation of the company's funds by controlling shareholders and other related parties in 2020, the company's external guarantee The self-evaluation report on internal control in 2020, the salary payment plan for senior managers in 2020 and the planned repurchase and cancellation of some granted but unlocked restricted shares have expressed independent opinions;
4. On April 26, 2021, the company held the 37th meeting of the 8th board of directors. I gave my prior approval opinions and independent opinions on the capital increase and related party transactions of the company to Fangchenggang Chisha wharf Co., Ltd., and my independent opinions on the change of accounting policies;
5. On May 10, 2021, the company held the 38th meeting of the 8th board of directors. I gave my prior approval and independent opinions on the nomination of non independent directors and candidates for independent directors in the general election of the board of directors;
6. On May 20, 2021, the company held the first meeting of the ninth board of directors. I expressed independent opinions on the appointment of senior managers and Secretary of the board of directors;
7. On June 24, 2021, the company held the second meeting of the ninth board of directors. I expressed independent opinions on the company's further clarification of the specific plan for the public issuance of convertible corporate bonds, the proposal for the listing of convertible bonds, the establishment of a special account for the raised funds of convertible bonds and the signing of a tripartite supervision agreement;
8. On August 2, 2021, the company held the third meeting of the ninth board of directors. I gave my prior approval opinions and independent opinions on the related party transactions involved in the project construction supervision contract signed between the company and Guangxi Bagui Engineering Supervision Consulting Co., Ltd., and gave my independent opinions on the company's use of some raised funds to provide loans to wholly-owned subsidiaries to implement raised investment projects;
9. On August 23, 2021, the company held the fourth meeting of the ninth board of directors. I expressed independent opinions on the occupation of the company's funds by the controlling shareholders and other related parties in the first half of 2021, the company's external guarantee and the replacement of early investment with raised funds;
10. On October 27, 2021, the company held the seventh meeting of the ninth board of directors. I gave my prior approval and independent opinions on the adjustment of the company's daily related party transactions with Guangxi Beibu Gulf International Port Group Co., Ltd. and its controlled subsidiaries in 2021 and the adjustment of the daily related party transactions with Shanghai Zhonghai wharf Development Co., Ltd. and its concerted actors in 2021;
11. On December 10, 2021, the company held the ninth meeting of the ninth board of directors. I expressed independent opinions on the company's adjustment of the 2019 restricted stock incentive plan, the settlement of target enterprises and some fund-raising projects, and the permanent supplement of surplus fund-raising funds to working capital;
12. On December 20, 2021, the company held the 10th meeting of the 9th board of directors. I gave my prior approval opinions and independent opinions on the prediction of daily connected transactions between the company and Guangxi Beibu Gulf International Port Group Co., Ltd. and its controlled subsidiaries in 2022 and the prediction of daily connected transactions with Shanghai Zhonghai wharf Development Co., Ltd. and its concerted actors in 2022, Expressed independent opinions on the achievement of unlocking conditions in the first unlocking period of restricted shares granted for the first time by the company's restricted stock incentive plan in 2019 and the planned repurchase and cancellation of some granted but not unlocked restricted shares.
3、 Work of the special committee of the board of directors
The board of directors of the company has established four special committees: Strategy Committee, nomination committee, audit committee and salary and assessment committee.
I earnestly perform my duties in strict accordance with the requirements of the implementation rules of the special committees and the principle of diligence. As chairman of the audit committee, member of the nomination committee and member of the remuneration and assessment committee. The attendance at the special committee of the board of directors in 2021 is as follows:
The special committee shall attend the meeting, and the actual number of absenteeism entrusted to attend the meeting
Number of times
Auditor 12 12 0
Nomination Committee 3 3 0 0
Salary and assessment committee
As the chairman of the audit committee of the company, I presided over all meetings of the audit committee in 2021, carefully considered various proposals submitted to the audit committee, fully understood the financial status and internal control implementation of the company, and made comments on the company's regular reports, the 2020 report on the storage and use of raised funds, the 2020 financial final accounts and the 2021 financial budget report, the 2021 internal audit plan The audit evaluation report extension and relevant internal control system revision involved in the investment project of convertible bond raised funds were carefully analyzed, actively participated in the discussion, put forward reasonable opinions, and finally formed a resolution.
As a member of the nomination committee of the company, I earnestly perform the duties of members and express my opinions on the general election of the board of directors and the appointment of senior managers of the company.
As a member of the company's remuneration and assessment committee, he carefully checked the 2021 annual remuneration budget plan of the company's senior managers, the 2020 annual remuneration assessment payment plan, the implementation plan of the company's implementation of professional manager reform and the repurchase and cancellation of some granted but unlocked restricted shares, and earnestly fulfilled the responsibilities and obligations of the members of the remuneration and assessment committee.
4、 On site work in the company
In 2021, I made full use of my participation in the meetings of the board of directors, the general meeting of shareholders and the special committee of the board of directors to focus on the company's production and operation, financial status, the improvement and implementation of internal control, the implementation of the resolutions of the board of directors, the use of raised funds and project progress, the implementation of related party transactions, the implementation of equity incentives, etc. Keep close contact with the directors, supervisors and senior managers of the company by telephone, e-mail and other means from time to time, timely learn about the decision-making and progress of major matters of the company, actively put forward suggestions on the operation and management of the company, review the information in advance, understand the major matters that need to be decided by the board of directors, and exercise the voting right independently, objectively and prudently.
5、 Work done in protecting the rights and interests of investors
1. In terms of information disclosure, continue to pay attention to the company's information disclosure, and urge the company to continuously improve the information disclosure management system in strict accordance with the requirements of relevant laws, regulations and normative documents. Timely grasp the information disclosure of the company, seriously put forward reasonable information disclosure requirements, and effectively supervise the authenticity, accuracy, timeliness and completeness of information disclosure. 2. In terms of operation and management, actively understand the production and operation of the company, require the company to provide relevant materials in advance for careful review of major matters considered and decided by the board of directors, and ask relevant departments and personnel of the company if necessary. On this basis, use their own professional knowledge to exercise their voting rights independently, objectively and prudently, which promotes the scientificity and objectivity of the decision-making of the board of directors and improves the standard operation level of the company, Actively safeguard the legitimate rights and interests of the company and shareholders.
3. In terms of training and learning, I always pay attention to learning the latest laws, regulations and various rules and regulations, and deepen my understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of minority shareholders. Actively participate in relevant trainings organized by the company, fully understand various systems of the company's management, continuously improve their ability to perform their duties, and objectively and fairly protect the legitimate rights and interests of investors.
6、 The company guarantees that independent directors can effectively exercise their functions and powers
The company guarantees that I, as an independent director, have the same right to know as other directors, provide the working conditions necessary for me to perform my duties, and the relevant personnel of the company actively cooperate with me in performing my duties without any interference in his independent exercise of powers. As an independent director, I have not obtained additional and undisclosed interests from the company, its major shareholders or interested institutions or personnel.
7、 Other working conditions
1. There is no proposal to convene a meeting of the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There is no independent engagement of external audit institutions and consulting institutions.
1. As an independent director, I put forward proposals for the healthy development of the company, actively participated in the deliberation of the company's major issues, made in-depth and reasonable suggestions in the 2021 annual meeting, actively contributed to the healthy development of the company. In 2022, I will continue to be diligent and conscientious, use my professional knowledge and experience to provide more constructive suggestions for the development of the company, provide reference opinions for the scientific decision-making of the board of directors, promote the sustainable and healthy development of the company, safeguard the legitimate rights and interests of the company and all shareholders, and better perform the duties of independent directors.
It is hereby reported
Beibu Gulf Port Co.Ltd(000582)
Independent director: ye Zhifeng
April 11, 2022
