Securities code: Guangdong Great River Smarter Logistics Co.Ltd(002930) securities abbreviation: Guangdong Great River Smarter Logistics Co.Ltd(002930) Announcement No.: 2022042 bond Code: 128121 bond abbreviation: Hongchuan convertible bond
Guangdong Great River Smarter Logistics Co.Ltd(002930)
Announcement of the third meeting of the 12th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “the company”) the notice of the 12th meeting of the third board of directors was sent to all directors in writing on April 16, 2022, and the meeting was held by means of communication voting on April 27, 2022. There are 7 directors who should vote and 7 directors who actually vote at this meeting. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China, the articles of association and other relevant provisions. 2、 Deliberations of the board meeting
(I) deliberated and adopted the work report of the board of directors in 2021
For details, please refer to cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Report on the work of the board of directors in 2021. Mr. Gao Xianglin, Mr. Chao Zhixiong and Mr. Xiao Zhi, the independent directors of the second board of directors of the company, and Mr. Qiu Xiaohua, Mr. Wang Kaitian and Mr. Guo leiming, the independent directors of the third board of directors, respectively submitted work reports to the board of directors. For details, please refer to cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Report on the work of independent directors in 2021 (Gao Xianglin / Chao Zhixiong / Xiao Zhi / Qiu Xiaohua / Wang Kaitian / Guo leiming).
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) the 2021 general manager’s work report was reviewed and adopted
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
(III) the annual report for 2021 and its summary were reviewed and adopted
The directors and senior managers of the company have issued written confirmation opinions to ensure that the contents of the 2021 annual report of the company are true, accurate and complete, and there are no false records, misleading statements or major omissions.
For details, please refer to securities times, China Securities Journal and cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Abstract of annual report for 2021 (Announcement No.: 2022044) and cninfo.com（ http://www.cn.info.com.cn. ）Annual report 2021 on.
The audit institution issued the audit report, which is published on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）2021 annual audit report (ztsz (2022) No. 441a013588) on the.
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) reviewed and adopted the report for the first quarter of 2022
The directors and senior managers of the company have issued written confirmation opinions to ensure that the contents of the company’s report for the first quarter of 2022 are true, accurate and complete, and there are no false records, misleading statements or major omissions.
For details, please refer to securities times, China Securities Journal and cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）The first quarter report of 2022 (Announcement No.: 2022045) on the.
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
(V) deliberated and adopted the financial final accounts report of 2021
For details, please refer to cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Financial final accounts report of 2021 on.
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) deliberated and adopted the self-evaluation report on internal control in 2021
For details, please refer to cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021. The independent directors of the company issued independent opinions, which are published on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 12th meeting of the third board of directors.
The recommendation institution issued verification opinions, which are published on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Verification opinions of China Galaxy Securities Co.Ltd(601881) on the company’s self-evaluation report on internal control in 2021.
The audit institution issued the audit report, which is published on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Internal control audit report for 2021 (ztsz (2022) No. 441a013589) on.
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
(VII) the proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted, and the related directors Lin Haichuan, Lin Nantong and Huang Yuntao avoided voting.
For details, please refer to securities times, China Securities Journal and cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022046).
The independent directors of the company issued their prior approval opinions and independent opinions, which are published on cninfo.com for details（ http://www.cn.info.com.cn. ）Prior approval opinions of independent directors on matters related to the 12th meeting of the third board of directors and independent opinions of independent directors on matters related to the 12th meeting of the third board of directors.
Voting results: 4 votes in favor; No negative vote; There were no abstentions.
(VIII) the proposal on 2021 profit distribution plan was deliberated and adopted
For details, please refer to securities times, China Securities Journal and cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Announcement on 2021 annual profit distribution plan (Announcement No.: 2022047).
The independent directors of the company issued independent opinions, which are published on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 12th meeting of the third board of directors.
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) deliberated and adopted the special report on the deposit and use of raised funds in 2021
For details, please refer to securities times, China Securities Journal and cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022048).
The independent directors of the company issued independent opinions, which are published on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 12th meeting of the third board of directors.
The recommendation institution issued verification opinions, which are published on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Special verification opinions of China Galaxy Securities Co.Ltd(601881) on the deposit and actual use of the company’s raised funds in 2021.
The audit institution issued the assurance report, which is published on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Verification report on the deposit and actual use of raised funds in 2021 (Zhi Tong Zhi Zi (2022) No. 441a008560). Voting results: 7 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(x) the report on environmental, social and corporate governance in 2021 was reviewed and adopted
For details, please refer to cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Report on environmental, social and corporate governance in 2021 and report on environmental, social and corporate governance in 2021 (English version).
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
（11） The shareholders’ return plan for the next three years (20222024) was reviewed and approved, and the details were published on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Shareholder return plan for the next three years (20222024) on.
The independent directors of the company issued independent opinions, which are published on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 12th meeting of the third board of directors.
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（12） The proposal on cancellation of some stock options in 2019 stock option and restricted stock incentive plan was reviewed and approved
For details, please refer to securities times, China Securities Journal and cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Announcement on cancellation of some stock options of 2019 stock option and restricted stock incentive plan (Announcement No.: 2022049).
The independent directors of the company issued independent opinions, which are published on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 12th meeting of the third board of directors.
The lawyer issued the concluding comments, which are published on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Legal opinion of Beijing Anjie (Shanghai) law firm on matters related to the cancellation of some stock options and repurchase and cancellation of some restricted shares under the company’s 2019 stock option and restricted stock incentive plan.
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
（13） The proposal on the repurchase and cancellation of some restricted shares in the 2019 stock option and restricted stock incentive plan was reviewed and approved
For details, please refer to securities times, China Securities Journal and cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Announcement on the cancellation of partial restricted stock repurchase of stock option and restricted stock incentive plan in 2019 (Announcement No.: 2022050).
The independent directors of the company issued independent opinions, which are published on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the 12th meeting of the third board of directors.
The lawyer issued the concluding comments, which are published on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Legal opinion of Beijing Anjie (Shanghai) law firm on matters related to the cancellation of some stock options and repurchase and cancellation of some restricted shares under the company’s 2019 stock option and restricted stock incentive plan.
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation by special resolution.
（14） The proposal on the exercise conditions of stock options in the third exercise period of stock options and restricted stock incentive plan in 2019 and the achievement of lifting the restrictions in the third release period of restricted stocks were reviewed and approved
Related directors Huang Yuntao and Gan Yi avoided voting.
For details, please refer to securities times, China Securities Journal and cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）On 2019 stock option and restricted stock incentive plan
