Guangdong Great River Smarter Logistics Co.Ltd(002930)
Work report of the board of supervisors in 2021
Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “the company”) in 2021, the board of supervisors conscientiously performed the duties conferred by the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and other laws and regulations and the articles of association, independently exercised its functions and powers according to law, conscientiously performed the functions of supervision and inspection, and comprehensively inspected and supervised the company’s capital operation, decision-making on major matters, production and operation, financial management, etc, Give better play to the supervisory function of the board of supervisors, protect the interests of the company’s shareholders, especially small and medium-sized investors, and promote the standardized operation of the company.
The work of the board of supervisors in 2021 is reported as follows:
1、 Meetings of the board of supervisors
In 2021, the company prepared, convened and convened the meeting of the board of supervisors in strict accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions. During the reporting period, a total of 11 meetings of the board of supervisors were held. The convening and convening procedures of the meetings were in line with the provisions of relevant laws and regulations. The details of the meetings are as follows:
Meeting time to consider proposals
Proposal on applying for bank credit and accepting the guarantee provided by the company and its related parties at the 35th meeting of the second board of supervisors on March 23, 2021
1. Proposal on the company’s 2021 stock option incentive plan (Draft) and its summary
The 36th meeting of the second board of supervisors on April 13, 2021 2. Proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2021
3. Incentive plan of the company in 2021
1. Work report of the board of supervisors in 2020
2. 2020 annual report and summary
3. Financial statement report of 2020
4. Self evaluation report on internal control in 2020
5. Proposal on prediction of daily connected transactions in 2021
6. Proposal on 2020 profit distribution plan
The 37th meeting of the second board of supervisors on April 22, 2021 7. Special report on the deposit and use of raised funds in 2020
8. Proposal on subsidiaries applying for bank credit and accepting guarantees from the company and related parties
9. Proposal on changes in accounting policies
10. Proposal on cancellation of some stock options in 2019 stock option and restricted stock incentive plan
11. Proposal on cancellation of some stock options in 2020 stock option incentive plan
12. Proposal on the exercise conditions of stock options in the second exercise period of stock options and restricted stock incentive plan in 2019 and the achievement of the release conditions of restricted shares in the second release period
The 38th meeting of the second board of supervisors on April 27, 2021 1 1. Full text and text of the first quarter report of 2021
2. Proposal on the explanation and verification opinions on the publicity of the list of incentive objects of the stock option incentive plan in 2021
1. Proposal on cancellation of some stock options in 2020 stock option incentive plan
The 39th meeting of the second board of supervisors on May 11, 2021 2. Proposal on the achievement of exercise conditions of stock options in the first exercise period of 2020 stock option incentive plan
3. Proposal on granting stock options to incentive objects
The 40th meeting of the second board of supervisors on June 2, 2021 1 1. Proposal on the general election of the board of supervisors
2. Proposal on the company applying for bank credit and accepting guarantees from subsidiaries and related parties
1. Proposal on the election of the chairman of the board of supervisors
The first meeting of the third board of supervisors on June 18, 2021 2. Proposal on subsidiaries applying for bank credit and accepting guarantees from the company and related parties
3. Proposal on extending the construction period of projects invested with raised funds
1. Proposal on adjusting the exercise price of stock options in 2019 stock option and restricted stock incentive plan
The second meeting of the third board of supervisors on July 7, 2021 2. Proposal on adjusting the exercise price of stock options in 2020 stock option incentive plan
3. Proposal on adjusting the exercise price of stock options in 2021 stock option incentive plan
1. Semi annual report of 2021 and its summary
The third meeting of the third board of supervisors on August 17, 2021 2. Special report on the deposit and use of raised funds in the half year of 2021
3. Proposal on supervisor’s allowance
Proposal on subordinate companies applying for bank credit and accepting guarantees from the company and related parties at the fourth meeting of the third board of supervisors on October 7, 2021
1. Third quarter report of 2021
2. Proposal on reappointment of audit institutions in 2021
The fifth meeting of the third board of supervisors on October 29, 2021 3. Proposal on cash management with self owned idle funds in 2022
4. Proposal on subsidiaries applying for bank credit and accepting guarantees from the company and related parties
5. Proposal on providing financial assistance and related party transactions to joint stock companies
2、 Performance of the board of supervisors
All members of the board of supervisors of the company shall attend the general meeting of shareholders and the board of directors in strict accordance with the relevant provisions of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of Association, and supervise and review the company’s decision-making procedures, the implementation of internal control system and daily operation and management in accordance with the law.
(I) standardized operation of the company
After verification, the board of supervisors believes that: the company has established a sound internal control system, the company’s general meeting of shareholders, the board of directors and corporate governance operation norms, all decision-making procedures are legal and compliant, and the company’s directors and senior managers have no violations of relevant regulations in the process of performing their duties, and there are no acts damaging the interests of the company and shareholders.
(II) financial situation of the company
After verification, the board of supervisors believes that the company’s financial operation is standardized and effective, the capital is in good condition, and there is no occupation of non operating funds by controlling shareholders, actual controllers and related parties. The audit report issued by the company’s annual audit institution Zhitong accounting firm (special general partnership) on the company’s situation in 2021 truly and objectively reflects the company’s financial situation and operating results.
(III) use of raised funds
After verification, the board of supervisors believes that the company’s use and management of the raised funds are in strict accordance with the provisions of laws and regulations, ensuring the storage and special use of the raised funds in the special account, and there is no situation of changing the purpose of the raised funds in disguise or using the raised funds in violation of regulations.
(IV) related party transactions
After verification, the board of supervisors held that in the related party transactions of the company in 2021, both parties to the transaction followed the principles of objectivity, openness and impartiality, and the transaction price was set by the market, which did not harm the interests of the company and other non related party shareholders. When the board of directors deliberated on related party transactions, the related directors avoided voting, and the voting procedure was legal and effective, in line with the provisions of relevant laws, regulations and the articles of association.
(V) external guarantee
After verification, the board of supervisors held that the company did not provide guarantees for the controlling shareholders, actual controllers and their affiliates, any legal entity, unincorporated entity or individual in 2021, and performed the necessary decision-making procedures for the guarantees of wholly-owned subsidiaries and holding subsidiaries, which was in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the external guarantees provided by listed companies.
(VI) cash management
After verification, the board of supervisors held that the company used its own idle funds and temporarily idle raised funds for cash management in 2021, fulfilled the necessary decision-making procedures, and actively fulfilled the obligation of information disclosure in accordance with the law. The internal audit department of the company inspected the cash management in accordance with the provisions, and the relevant matters met the requirements of laws and regulations. On the premise of ensuring the working capital required for normal daily operation, the company’s cash management is conducive to improving the efficiency of capital use, obtaining certain investment income and obtaining more investment returns for shareholders. (VII) information disclosure management
After verification, the board of supervisors held that the company performed its information disclosure obligations in a timely, accurate and complete manner in strict accordance with the requirements in 2021, there were no false records, misleading statements or major omissions, strictly complied with the relevant provisions on insider information management, and there were no violations such as insider trading, which effectively protected the rights and interests of the company and all shareholders.
(VIII) internal control
After verification, the board of supervisors held that the company further improved and effectively implemented a relatively standardized and perfect internal control system in 2021, and the company’s internal audit department was equipped in place. All internal control systems have been effectively implemented. It has established the protection and control system of the company’s interests, and has played a good role in ensuring the company’s development and implementation of the company’s current management system.
3、 2022 annual work plan
In 2022, the board of supervisors will continue to faithfully and diligently perform its duties, effectively supervise the daily performance of the board of directors and senior managers, the company’s internal operation and management and financial status, the operation of internal control system, major events and the legality and compliance of decision-making procedures, and promote the further improvement of the standard operation level of the company.
It is hereby reported.
