Company abbreviation: Guangzhou Port Company Limited(601228) Company Code: Guangzhou Port Company Limited(601228) Guangzhou Port Company Limited(601228)
Meeting materials of 2021 annual general meeting may 2022
catalogue
Guangzhou Port Company Limited(601228) notice to 2021 annual general meeting of shareholders three
Guangzhou Port Company Limited(601228) 2021 annual general meeting agenda six
Proposal 1: Guangzhou Port Company Limited(601228) 2021 annual report 7 proposal 2: Guangzhou Port Company Limited(601228) 2021 annual work report of the board of directors —– 8 proposal 3: Guangzhou Port Company Limited(601228) 2021 annual work report of the board of supervisors —– 20
Proposal 4: Guangzhou Port Company Limited(601228) 2021 annual financial statement report twenty-four
Proposal 5: Guangzhou Port Company Limited(601228) 2021 annual profit distribution plan twenty-nine
Proposal 6: Guangzhou Port Company Limited(601228) 2022 annual financial budget report thirty
Proposal 7: proposal on the company’s application for debt financing quota in 202231 proposal 8: proposal on the implementation of the company’s daily related party transactions in 2021 and the prediction of daily related party transactions in 202232 proposal 9: proposal on the occurrence of related party transactions between the company and COSCO Shipping Group Co., Ltd. and its holding subsidiaries in 2021 and the prediction of related party transactions in 2022 – 57 proposal 10: proposal on the signing of financial service agreement between the company and Guangzhou Port Company Limited(601228) Group Finance Co., Ltd sixty-six
Proposal 11: 2021 annual remuneration report of directors and supervisors of the company Proposal 12: proposal on reappointment of ShineWing Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 Proposal 13: proposal on Amending the articles of association of Guangzhou Port Company Limited(601228) the rules of procedure of Guangzhou Port Company Limited(601228) shareholders’ meeting and the rules of procedure of Guangzhou Port Company Limited(601228) board of Directors 83 proposal 14: proposal on Amending the working system of Guangzhou Port Company Limited(601228) independent directors, the measures for the administration of Guangzhou Port Company Limited(601228) external guarantees and the decision-making system of Guangzhou Port Company Limited(601228) connected transactions one hundred and nine
Proposal 15: proposal on the election of independent directors of the company 120 notification: Guangzhou Port Company Limited(601228) 2021 annual work report of independent directors —– 122
Guangzhou Port Company Limited(601228) notice to 2021 annual general meeting of shareholders
Dear shareholders and their agents
Guangzhou Port Company Limited(601228) (hereinafter referred to as “the company”) in order to safeguard the legitimate rights and interests of all shareholders, ensure that all shareholders and shareholder agents (hereinafter referred to as “shareholders”) exercise their rights according to law during the 2021 annual general meeting of shareholders of the company, ensure the normal order and discussion efficiency of the general meeting of shareholders and ensure the smooth progress of the general meeting, These instructions are formulated in accordance with the company law, the securities law, the rules of the general meeting of shareholders of listed companies and other laws and regulations, as well as the articles of association and the rules of procedure of the general meeting of shareholders of the company.
1、 Shareholders participating in the general meeting shall arrive at the meeting site on time, show their securities account card, ID card or certificate of legal entity and power of attorney as required, and receive the information of the general meeting of shareholders after verification.
In order to strengthen the prevention and control of covid-19 pneumonia, reduce personnel gathering and effectively block the spread of the virus, the company recommends shareholders to participate in the general meeting of shareholders through online voting as far as possible. If you really need to attend the on-site meeting, please be sure to keep your body temperature normal without respiratory discomfort and other symptoms, and provide nucleic acid negative certificate within 48 hours. When attending the meeting, wear protective equipment such as masks and do personal protection. On the day of the meeting, participants need to show “Health Code” and “travel code” according to the requirements of epidemic prevention and control, and take temperature measurement and registration. Only those with normal temperature can participate in the meeting. Please cooperate.
2、 Participants should keep the venue in normal order. Please turn off your mobile phone or turn it to silent state during the meeting. Don’t make a noise.
3、 Shareholders participating in the general meeting of shareholders shall enjoy the right to speak, question and vote according to law, and the company shall make unified arrangements for speaking and answering.
4、 If a shareholder requests to speak at the on-site meeting of the general meeting of shareholders, it shall be registered with the company on the registration date of the meeting. The number of registered speakers is generally limited to ten. If there are more than ten, the top ten shareholders with more shares shall be arranged first, and the order of speaking shall also be the one with more shares.
5、 During the on-site meeting of the general meeting of shareholders, if the shareholders temporarily request to speak, they shall apply to the company’s staff and speak with the permission of the chairman of the general meeting.
6、 Where shareholders raise questions on relevant issues, they shall register with the company on the registration date of the meeting. The board of directors shall answer the questions of shareholders and senior members in a serious and responsible manner. The time for all speeches and answers to questions shall be limited to 30 minutes.
7、 In order to improve the efficiency of the general meeting, the on-site meeting will vote at the general meeting after the shareholders have finished their speeches related to the proposals of the general meeting.
8、 Voting method
The conference adopts a combination of on-site voting and online voting.
When shareholders attend the on-site meeting of the general meeting or participate in online voting, they exercise their voting rights according to the number of voting shares they hold. Each share has one vote, that is, one share has one vote. The proposal for the election of independent directors adopts the cumulative voting system, and shareholders shall vote for each candidate under each proposal group.
I. the on-site meeting of this meeting shall be voted by open ballot in writing. When shareholders vote on the spot, they shall choose one of the four items of “agree”, “oppose”, “abstain” and “avoid” under each proposal in the voting vote, and mark it with “√”. Multiple or no election shall be deemed as abstention.
2. The company provides online voting platform to the shareholders of the company through the trading system of Shanghai Stock Exchange. The shareholders of the company can only choose one of the on-site voting and online voting. If the same share is voted repeatedly through the on-site and online voting system or the same share is voted repeatedly in the online voting system, the first vote shall prevail.
According to the relevant provisions on online voting at the general meeting of shareholders of listed companies, the voting results of proposals at the general meeting of shareholders shall be combined and counted, and the voting results of on-site voting and online voting shall be counted.
9、 In order to safeguard the interests of other shareholders, no gifts shall be given to shareholders attending the general meeting of shareholders.
10、 When attending the general meeting of shareholders, shareholders shall earnestly perform their legal obligations, shall not infringe upon the rights and interests of other shareholders, and shall not disturb the normal order of the general meeting.
Guangzhou Port Company Limited(601228) May 10, 2022
Guangzhou Port Company Limited(601228) 2021 annual general meeting agenda
1、 Convener: Board of directors
2、 Meeting time: 14:30, May 10, 2022
3、 Venue: conference room 2706, port center, No. 406, Yanjiang East Road, Yuexiu District, Guangzhou
4、 Meeting mode: on-site meeting
5、 Meeting voting mode: combination of on-site voting and online voting
6、 Agenda:
1. The moderator announces the opening of the meeting, introduces the number of shareholders and shareholders’ agents participating in the meeting and the total number of shares with voting rights, and introduces the directors, supervisors, senior managers and representatives of intermediaries participating in the meeting
2. Announce the voting method of the proposal of this meeting
3. To elect representatives for counting and scrutinizing votes
IV. deliberation of various proposals
5. Statements by shareholders and answers by directors, supervisors and senior managers of the company to questions raised by shareholders
Vi. shareholders’ voting
VII. Statistics of on-site voting results (15 minute recess)
VIII. Announcement of on-site voting results
9. The witness lawyer reads out the legal opinion
Guangzhou Port Company Limited(601228)
May 10, 2022
Motion 1
Guangzhou Port Company Limited(601228) 2021 Annual Report
Dear shareholders and their agents
The annual report of Guangzhou Port Company Limited(601228) 2021 (full text and abstract) has been published on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）The summary of Guangzhou Port Company Limited(601228) 2021 annual report has been published in China Securities Journal, Shanghai Securities Journal and securities times on April 9, 2022. Investors can query the details.
The annual report was deliberated and approved at the 21st Meeting of the third board of directors, and the annual report was deliberated and issued audit opinions at the 11th meeting of the third board of supervisors, which is hereby submitted to the general meeting of shareholders for deliberation. Motion II
Guangzhou Port Company Limited(601228) 2021 annual work report of the board of directors
Dear shareholders and their agents
In 2021, the board of directors of the company strictly abided by the company law, the securities law, the guidelines for the governance of listed companies and other laws and regulations, the articles of association, the rules of procedure of the board of directors and the rights conferred by the general meeting of shareholders of the company, actively performed the duties of the board of directors, continuously improved the internal control system of the company, improved the standardized operation level, strengthened operation management and business development, and promoted the high-quality development of the company to a new level. The work report of the board of directors in 2021 is as follows:
1、 Production and operation of the company in 2021
2021 marks the 100th anniversary of the founding of the Communist Party of China and the beginning of the 14th five year plan. The company firmly grasp one of the “one belt, one road” initiative, the Guangdong Bay and Macao Bay area, the transportation power and the world first-class port construction and development opportunities, and actively integrate into the new development pattern, push forward the various tasks of Guangzhou international shipping hub construction, and promote the epidemic prevention and control and production and management, and strive to do well in the “six stable” and “six guarantees” work. The operation of port supply chain is guaranteed effectively, and the development quality and efficiency are further improved. In 2021, the company realized an operating revenue of 12.02 billion yuan, a total profit of 1.608 billion yuan and a net profit attributable to the parent company of 1.135 billion yuan, with a year-on-year increase of 6.82%, 16.44% and 30.06% respectively.
(I) strong port transportation and production guarantee
Actively respond to the tests of upgrading epidemic prevention and control, reduction of domestic trade container capacity and phased shortage of pilots, and make every effort to do a good job in the tasks of container overtime ship unloading, grain drainage and protection unloading, and electric coal unloading, so as to provide a strong guarantee for the safety of grain, energy resources and industrial chain supply chain. In 2021, the company completed a total cargo throughput of 528 million tons and a container throughput of 22.62 million TEU, with a year-on-year increase of 4.4% and 5.8% respectively. The foreign trade volume of coal, grain, automobile, container and other goods all achieved double-digit growth, with growth rates of 51.2%, 50.0%, 20.2% and 11.1% respectively; The foreign trade export business of commercial vehicles has developed rapidly, with a total of more than 100000 vehicles; The import business of pulp, wood, fruit and frozen products has been steadily expanded
(II) overall acceleration of logistics network construction
Actively expand container foreign trade routes, the European routes of the alliance have been successfully launched and operated normally, and the world’s three major container shipping alliances gather in Nansha port area; Give full play to the role of “shuttle bus”, inland dry port, Zhuxi office and other resources and outlets, establish cooperation platforms such as Hong Kong Railway Logistics and bay area centralized competition, open China Europe and Central Asia trains and “Hunan, Guangdong and Africa” sea railway intermodal trains, open Nansha port railway, complete 977000 TEUs of “shuttle bus” foreign trade barge, 156000 TEUs of sea railway intermodal transport, and 10 million tons of railway distribution, achieving rapid growth year-on-year. By the end of the reporting period, the company had 186 container liner routes, including 141 foreign trade liner routes and 45 domestic trade routes, with a net increase of 21 foreign trade routes throughout the year; A total of 72 “shuttle bus” branches and 30 sea rail intermodal trains have been opened. The “bay area one port link” covers 10 terminals, and the comprehensive logistics service function of the port has been continuously improved.
(III) the energy level of the comprehensive hub has been significantly improved
Nansha phase IV project completed the whole process test and operation of automatic wharf; The main parts of Xinsha phase II, near ocean automobile wharf and Nansha grain general wharf expansion project have been basically completed; Nansha phase III semi-automatic storage yard phase II project and Liangtong silo phase II project have been put into use; The north area project of Nansha international logistics center has been put into trial operation, the south area project has entered the refrigeration and temperature regulation stage, and solid steps have been taken in the construction of Guangzhou Port Company Limited(601228) mouth type logistics hub.
(IV) the joint venture and cooperation of port resources were promoted in an orderly manner
Accelerate the construction of Guangzhou Yunfu International Logistics Port and Foshan Gaohe wharf project; Complete the investment of Jieyang Rongjiang Port Holdings; Actively promote the special approval of Shaoguan port Baitu wharf phase I project and Jieyang port Dahai general wharf project; Holding the freight joint venture of Huadu port, promoting the river sea intermodal transportation project of commercial vehicles in Huadu port, and the first inland ro ship in the Pearl River system was successfully launched; The port network layout was further improved.
(V) the governance of listed companies is standardized and effective
Strengthen capital operation, start the registration of the company’s non-public issuance of A-shares and corporate bonds, and broaden financing channels. Strengthen the governance of listed companies, organize the revision of the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of relevant professional committees, actively carry out the activities of investors entering Guangzhou Port Company Limited(601228) exchange, hold semi annual performance explanation meeting, smooth the communication channels of investors, continuously improve the quality of information disclosure, and organize special training on laws and regulations of listed companies, The company was awarded the national “excellent case of listed company governance”. Strengthen the construction of compliance management system and form compliance management regulations, internal dynamic mechanism of external regulations, compliance management manual and other achievements.
(VI) safety, environmental protection and epidemic prevention and control remain stable
The situation of port epidemic prevention and control is stable. Upgrade the epidemic prevention and control measures, standardize the work guidelines of key links and key posts, promote the “four modernizations” management of epidemic prevention and control, strengthen the allocation of “four personnel”, increase management and training assessment, strengthen duty and special drills, strictly prevent the import of overseas epidemic by water, and realize “zero input” and “zero transmission”. Complete the standardization and full coverage of epidemic prevention posts, protective equipment, video surveillance and warning signs, and issue post subsidies for closed-loop management personnel.
The work safety situation is generally stable. We promoted the construction of a dual prevention system of hierarchical management and control of work safety risks and hidden danger investigation, and there was no major safety accident or above within the statistical range
