Securities code: Beibu Gulf Port Co.Ltd(000582) securities abbreviation: Beibu Gulf Port Co.Ltd(000582) Announcement No.: 2022024 bond Code: 127039 bond abbreviation: Beigang convertible bond
Beibu Gulf Port Co.Ltd(000582)
Announcement of resolutions of the 12th meeting of the ninth 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.
Beibu Gulf Port Co.Ltd(000582) the 12th meeting of the ninth board of supervisors was held in conference room 908, Beibu Gulf shipping center, No. 12, Tiqiang Road, Liangqing District, Nanning at 11:00 on Monday, April 11, 2022. The notice of this meeting was sent by e-mail on April 1, 2022. Three supervisors should be notified and three supervisors have been notified. Supervisors Huang Shengji, Liang Yong and Luo Jinguang attended the meeting and voted. The meeting was presided over by Huang Shengji, chairman of the board of supervisors. The convening of this meeting is legal and effective in accordance with laws and regulations, normative documents and the articles of association.
The supervisors attending the meeting carefully considered the following proposals:
1、 The work report of the board of supervisors in 2021 was reviewed and adopted
The board of supervisors carefully reviewed the 2021 annual work report and held that:
During the reporting period, the board of supervisors earnestly performed its duties, prudently exercised the functions and powers conferred by the articles of association and the general meeting of shareholders, and held 14 meetings of the board of supervisors in combination with the actual business needs of the company. The notice, convening and voting procedures of the meetings met the requirements of the company law, the company's procedures and the rules of procedure of the board of supervisors. The work report truly, accurately and completely reflects the work of the board of supervisors in 2021.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 The 2021 annual work report of the management was reviewed and adopted
The board of supervisors carefully reviewed the work report of the management in 2021 and held that the management of the company strictly implemented the resolutions of the general meeting of shareholders and the board of directors in accordance with the relevant provisions of the company law of the people's Republic of China and the articles of association, and achieved adverse growth in cargo throughput, container volume, port revenue and profit, stable safety and environmental protection situation, and completed various production and operation objectives of the year, Performed the duty of loyalty and diligence.
Voting: 3 in favor, 0 against and 0 abstention.
3、 The work report of the board of directors in 2021 was reviewed and adopted
The board of supervisors carefully reviewed the work report of the board of directors in 2021 and held that the board of directors of the company earnestly performed the duties of the board of directors entrusted by the general meeting of shareholders, strictly implemented the resolutions of the general meeting of shareholders and constantly standardized the corporate governance structure of the company in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other laws and regulations, the articles of association and the rules of procedure of the board of directors, Ensure the scientific decision-making and standardized operation of the board of directors.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
4、 The full text and summary of the 2021 annual report were considered and adopted
The board of supervisors carefully reviewed the full text and summary of the 2021 annual report and considered that:
(I) the preparation and review procedures of the company's 2021 annual report comply with laws, regulations, the articles of association and various provisions of the company's internal management system.
(II) the content and format of the company's 2021 annual report comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange, and the information contained can truly, accurately and completely reflect the company's business management and financial status in 2021.
(III) it is not found that the personnel involved in the preparation and review of the 2021 annual report have violated the confidentiality provisions; No directors, supervisors and senior managers of the company were found to have bought or sold the company's shares within 30 days before the announcement of the 2021 annual report.
To sum up, the board of supervisors believes that the annual report of the company in 2021 is comprehensive, true and accurate, without major omissions, and reflects the actual situation of the company's operation in 2021. Voting: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
5、 The 2021 social responsibility report was reviewed and adopted
The board of supervisors carefully reviewed the 2021 social responsibility report and considered that the board of supervisors agreed with the 2021 social responsibility report of the company.
Voting: 3 in favor, 0 against and 0 abstention.
6、 The proposal on profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved
The board of supervisors carefully reviewed the profit distribution and the conversion of capital reserve into share capital in 2021 and held that:
(I) capital reserve will not be converted into share capital in 2021.
(II) the profit distribution plan complies with the company law of the people's Republic of China, the notice on further implementing the matters related to cash dividends of listed companies issued by the CSRC, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies issued by the CSRC, the articles of Association, the shareholders' dividend plan for the Beibu Gulf Port Co.Ltd(000582) next three years (20202022), and other provisions, as well as the profit distribution policies determined by the company The requirements of profit distribution plan and shareholder return plan are conducive to all shareholders to share the company's operating results, match the company's operating performance and future development, and have legitimacy, compliance and rationality.
To sum up, the board of supervisors agreed to the company's profit distribution in 2021 and the conversion of capital reserve into share capital.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
7、 The special report on the deposit and use of raised funds in 2021 was reviewed and approved
The board of supervisors carefully reviewed the deposit and use of the company's raised funds in 2021 and held that:
(I) in 2015, 26659181 million yuan of funds raised by non-public offering of shares have been used, of which 1437438 million yuan of funds raised were actually used in 2021. All investment projects of funds raised by non-public offering of shares in 2015 have been implemented, with a total surplus of RMB 750776 million (including deposit interest income), and the surplus funds have been permanently supplemented with working capital; The supporting funds raised by issuing shares to purchase assets in 2018 have been used for a total of 15133622 million yuan, of which 3307977 million yuan was actually used in 2021; In 2021, the funds raised from the public issuance of convertible corporate bonds have been used for a total of 2322581700 yuan in 2021.
(II) in 2021, the company used the raised funds in strict accordance with the relevant provisions of the stock 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 and the administrative measures for the use of raised funds, and disclosed the relevant information in a timely, true, accurate and complete manner. There were no violations in the storage, use, management and disclosure of raised funds.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
8、 Reviewed and adopted the 2021 annual internal control self-evaluation report
The board of supervisors carefully reviewed the self-evaluation report of the company's internal control in 2021 and held that:
(I) according to the identification of major defects in the company's internal control over financial reporting, there are no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. The company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise's internal control standard system and relevant regulations.
(II) according to the identification of major defects in the company's internal control over non-financial reports, the company has no major defects in the company's internal control over non-financial reports on the benchmark date of the internal control evaluation report.
(III) there are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
9、 The proposal on financial final accounts in 2021 and financial budget report in 2022 was deliberated and adopted
The board of supervisors carefully reviewed the company's financial final accounts in 2021 and the financial budget report in 2022, and held that:
The company's financial final accounts for 2021 and financial budget report for 2022 objectively and truly reflect the company's financial situation and operating results in 2021, and make a reasonable budget for the company's financial affairs in 2022 based on the audited operating results in 2021.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
10、 The proposal on the proposed renewal of accounting firm was deliberated and adopted
The board of supervisors carefully reviewed the company's proposed renewal of the accounting firm and held that:
Zhitong Certified Public Accountants (special general partnership) completed the annual audit tasks on time in accordance with the audit standards for Chinese certified public accountants, the basic norms of enterprise internal control and the audit guidelines for enterprise internal control, and put forward positive suggestions on the work related to the company's financial management and internal control, with good work quality and service performance. The board of supervisors agreed in principle to continue to employ Zhitong Certified Public Accountants (special general partnership) as the audit institution of the company's financial statements and internal control in 2022.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
11、 The proposal on the provision of government special bond funds and related party transactions by controlling shareholders was deliberated and adopted
The board of supervisors carefully reviewed the provision of special government bond funds and related party transactions by the controlling shareholders of the company and held that:
(I) due to the large demand for construction funds of the company's key engineering projects in 2022, in order to alleviate the capital pressure and reduce the financing cost, the company applies for increasing the amount of special bonds for four special bond projects, including the reconstruction project of berths 7 and 8 in the South operation area of dalanping port area of Qinzhou port. The maximum amount applied for this time is no more than 1.2 billion yuan, the cumulative amount in 2022 is no more than 1.6 billion yuan, and the final bond application amount The interest rate and rate shall be subject to the reply of the Department of finance of Guangxi Zhuang Autonomous Region, and the service life shall not exceed 30 years. The company does not need to provide any form of guarantee such as guarantee, mortgage and pledge. The transaction pricing is fair and reasonable, and there is no damage to the interests of listed companies.
(II) this connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization and listing, and needs to be approved by the Department of finance of Guangxi Zhuang Autonomous Region without the consent of other third parties, and there are no relevant legal obstacles.
(III) this related party transaction is conducive to adjusting the company's financing structure and improving financing efficiency, will not have a significant impact on the company's current and future financial status and operating results, will not rely on related parties, and will not damage the interests of the company and all shareholders.
To sum up, the board of supervisors agreed to provide special government bond funds and related party transactions to the controlling shareholders of the company.
Voting: 3 in favor, 0 against and 0 abstention.
12、 The proposal on related party transactions involved in the signing of dredging project construction contract with Fangchenggang Zhonggang Construction Engineering Co., Ltd. was reviewed and approved
The board of supervisors carefully reviewed the related party transactions involved in the dredging project construction contract signed with Fangchenggang Zhonggang Construction Engineering Co., Ltd. and held that:
(I) this connected transaction is to realize the goal of Guangxi Beibu Gulf Port Co.Ltd(000582) Qinzhou 300000 DWT oil tanker berthing at the wharf with full load as soon as possible, promote the stable operation of the wharf and improve the operation capacity of Qinzhou Taigang port. Fangchenggang Zhonggang Construction Engineering Co., Ltd. is determined as the bid winner through public bidding. The pricing of connected transactions is based on the bid winning price, and the transaction conditions are fair, The transaction decision-making is carried out in strict accordance with the relevant systems of the company, and the compliance is legal. There is no unfair and transfer of interests generated by related transactions, and there is no damage to the interests of the company and its minority shareholders.
(II) if the reorganization constitutes a major reorganization, there is no need to obtain the consent of the relevant government departments, and there is no need to obtain the consent of the relevant third asset management department. If the reorganization constitutes a major reorganization, there is no need to obtain the consent of the relevant third asset management department.
To sum up, the board of supervisors agreed to sign the dredging project construction contract with Fangchenggang Zhonggang Construction Engineering Co., Ltd., involving related party transactions
Voting: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
13、 The proposal on adjusting the company's business scope and amending the articles of association was deliberated and adopted
The board of supervisors carefully reviewed the adjustment of the company's business scope and the revision of the articles of association, and held that:
The company plans to adjust its business scope in accordance with the requirements of relevant laws and regulations, and revise the corresponding provisions of the articles of association according to the actual situation of the company. The board of supervisors agrees to adjust the business scope of the company and amend the articles of association.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced
Beibu Gulf Port Co.Ltd(000582) board of supervisors April 12, 2022
