Guangdong Great River Smarter Logistics Co.Ltd(002930) 2021 work report of independent directors
Guangdong Great River Smarter Logistics Co.Ltd(002930)
Report on the work of independent directors in 2021
In 2021, as an independent director of Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “the company”), I diligently, independently and fairly exercised the functions and powers of independent directors in strict accordance with the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations, the articles of association, the working system of independent directors and other relevant provisions, Safeguarding the legitimate rights and interests of all shareholders, especially minority shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance at meetings
In 2021, as an independent director of the company, I carefully read all proposals and relevant materials considered by the board of directors, actively participated in the discussion and put forward reasonable suggestions, and played a positive role in the scientific decision-making of the board of directors of the company; At the same time, he exercised his voting rights prudently in accordance with the law at the board of directors, raised no objection to the relevant matters of the company discussed, and voted in favour of all proposals under consideration, without abstention or opposition. The convening and convening of the board of directors and the general meeting of shareholders of the company comply with legal procedures, and relevant approval procedures have been performed for major business decisions and other major matters.
During my tenure in 2021, my attendance at the meeting is as follows:
Whether the number of absenteeism in person during the term of office in 2021 has failed to attend the general meeting of shareholders for two consecutive times, the number of meetings of the board of directors, the number of seats and the number of attendance in person
6 0 0 No 0
2、 Independent opinions
Guangdong Great River Smarter Logistics Co.Ltd(002930) 2021 work report of independent directors
In accordance with relevant laws and regulations and other relevant provisions, as an independent director of the company, I gave prior approval opinions and independent opinions on the major issues of the company in 2021. The details are as follows: on March 22, 2021, I gave prior approval opinions on the matters related to the application for bank credit by the sun company and the acceptance of guarantees from the company and related parties to be considered at the 38th meeting of the second board of directors; And expressed independent opinions on this matter at the 38th meeting of the second board of directors on March 23, 2021.
On April 13, 2021, at the 39th meeting of the second board of directors, I expressed independent opinions on matters related to the 2021 stock option incentive plan.
On April 21, 2021, I gave my prior approval opinions on matters related to the company’s plan to consider at the 40th meeting of the second board of directors, such as the prediction of daily connected transactions in 2021, the application for bank credit by subsidiaries and the acceptance of guarantees from the company and related parties; At the 40th meeting of the second board of directors on April 22, 2021. For the self-evaluation report on internal control in 2020, the prediction of daily connected transactions in 2021, the profit distribution plan in 2020, the deposit and use of raised funds in 2020, the application for bank credit by subsidiaries and the guarantee provided by the company and related parties, the change of accounting policies, the cancellation of some stock options in 2019 stock options and restricted stock incentive plan Independent opinions were expressed on the cancellation of some stock options in the 2020 stock option incentive plan, the exercise conditions in the second exercise period of stock options in the 2019 stock option and restricted stock incentive plan and the achievement of the release conditions in the second release period of restricted shares, the external guarantee of the company and the occupation of the company’s funds by the controlling shareholders, actual controllers and their related parties.
On May 11, 2021, at the 42nd meeting of the second board of directors
Guangdong Great River Smarter Logistics Co.Ltd(002930) 2021 work report of independent directors
Independent opinions were expressed on the cancellation of some stock options in the 2020 stock option incentive plan, the achievement of exercise conditions in the first exercise period of stock options in the 2020 stock option incentive plan, and matters related to the granting of stock options to incentive objects.
On June 1, 2021, I gave my prior approval opinions on the matters related to the company’s application for bank credit and acceptance of guarantees from subsidiaries and related parties to be considered at the 43rd meeting of the second board of directors; At the 43rd meeting of the second session of the board of directors on June 2, 2021, he expressed independent opinions on matters related to the general election of the board of directors and the company’s application for bank credit and acceptance of guarantees from subsidiaries and related parties.
3、 Performance of special committees of the board of directors
As the chairman of the nomination committee and the member of the remuneration and assessment committee of the second board of directors of the company, my performance in 2021 is as follows:
During the reporting period, the nomination committee of the board of directors held one meeting, and the remuneration and assessment committee of the board of directors held three meetings. I attended the meeting on time, carefully consulted the meeting proposals and relevant materials, put forward suggestions and exercise voting rights according to my professional knowledge.
4、 On site inspection
During the reporting period, as an independent director of the company, I reasonably arranged on-site working hours and made full use of the opportunity to participate in on-site meetings. By consulting relevant materials and understanding the situation from relevant personnel of the company, I focused on the inspection of the company’s production and operation and corporate governance, timely learned about the progress of major events of the company and mastered the operation dynamics of the company, so as to protect the legitimate rights and interests of all shareholders.
5、 Work to protect the legitimate rights and interests of minority shareholders
Guangdong Great River Smarter Logistics Co.Ltd(002930) 2021 work report of independent directors
1. Continue to pay attention to the company’s information disclosure to ensure that the company’s information disclosure is fair, just, true, accurate and complete. In 2021, the company performed the obligation of information disclosure in strict accordance with laws and regulations, and there were no false records, misleading statements or major omissions.
2. Strengthen the study of professional knowledge, focus on the trend of policies and regulations, improve their ability to perform their duties, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and use professional knowledge to better protect the legitimate rights and interests of minority shareholders in the process of performing their duties.
6、 Problems and suggestions of the company
The company needs to adhere to the importance of standardized operation and corporate governance in the process of development, improve the corporate system and norms in the process of corporate operation and governance, and provide a good guarantee for the steady growth of corporate profits and the long-term development of the company.
7、 Other matters
1. There was no proposal to convene the board of directors during the reporting period;
2. There was no proposal to hire or dismiss an accounting firm during the reporting period;
3. During the reporting period, there was no independent engagement of external audit institutions and consulting institutions. It is hereby reported.
Guangdong Great River Smarter Logistics Co.Ltd(002930) independent director: Chao Zhixiong
April 27, 2022
