Securities code: Guangdong Great River Smarter Logistics Co.Ltd(002930) securities abbreviation: Guangdong Great River Smarter Logistics Co.Ltd(002930) Announcement No.: 2022043 bond Code: 128121 bond abbreviation: Hongchuan convertible bond
Guangdong Great River Smarter Logistics Co.Ltd(002930)
Announcement of resolutions of the 11th meeting of the third 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.
1、 Meetings of the board of supervisors
Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “the company”) the notice of the 11th meeting of the third board of supervisors was sent to all supervisors in writing on April 16, 2022, and the meeting was held by on-site voting in the company’s conference room on April 27, 2022. There are 3 supervisors who should vote and 3 supervisors who actually vote at this meeting. The meeting was presided over by Mr. Liu Yan, chairman of the board of supervisors. 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、 Deliberation at the meeting of the board of supervisors
(I) deliberated and adopted the work report of the board of supervisors 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 supervisors in 2021. Result: 3 votes in favor; No negative vote; There were no abstentions.
(II) the annual report for 2021 and its summary were reviewed and adopted
The supervisor of the company issued a written confirmation opinion and believed that the procedures for the board of directors to prepare and review the 2021 annual report and abstract of the company comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, 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.
Result: 3 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.
(III) reviewed and adopted the report for the first quarter of 2022
The supervisor of the company issued a written confirmation opinion and believed that the procedures for the preparation and review of the company’s first quarter report of 2022 by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, 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.
Result: 3 votes in favor; No negative vote; There were no abstentions.
(IV) 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.
Result: 3 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.
(V) deliberated and adopted the self-evaluation report on internal control in 2021
The board of supervisors believes that the company has established a relatively perfect internal control system and can effectively implement it. The company’s internal audit department and personnel are in place to supervise the implementation of the company’s internal control. The self-evaluation of the company’s internal control comprehensively, truly and accurately reflects the actual situation of the company’s internal control.
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 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.
Result: 3 votes in favor; No negative vote; There were no abstentions.
(VI) the proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted, and Liu Yan, the connected supervisor, 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).
Voting result: 2 affirmative votes; No negative vote; There were no abstentions.
(VII) 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).
Result: 3 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.
(VIII) reviewed and approved 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 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). Result: 3 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) the board of supervisors considered and approved the shareholder return plan for the next three years (20222024). The board of supervisors believed that the shareholder return plan for the next three years (20222024) formulated by the company fully considered the current and future profit scale, cash flow status, development stage and other factors of the company, and could achieve a reasonable return on investment to shareholders and take into account the actual and sustainable development of the company, On the premise of ensuring the normal operation and development of the company, the company has formulated a continuous, stable and scientific return mechanism and plan, and paid attention to cash dividends, which is conducive to protecting the legitimate rights and interests of investors, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders. The plan complies with the relevant provisions of the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association of the China Securities Regulatory Commission.
For details, please refer to cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Shareholder return plan for the next three years (20222024) on.
Result: 3 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 proposal on cancellation of some stock options in 2019 stock option and restricted stock incentive plan was deliberated and adopted
The board of supervisors held that: as some incentive objects granted stock options in the company’s 2019 stock option and restricted stock incentive plan resigned for personal reasons, they did not meet the incentive conditions. The board of directors of the company decided to cancel all stock options granted but not exercised, In compliance with the administrative measures for equity incentive of listed companies and other laws and regulations and the relevant provisions of the company’s 2019 stock option and restricted stock incentive plan, the cancellation of stock option is legal and effective.
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 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.
Result: 3 votes in favor; No negative vote; There were no abstentions.
（11） 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
The board of supervisors held that: as one incentive object granted restricted shares in the company’s stock option and restricted stock incentive plan in 2019 resigned for personal reasons, he did not meet the incentive conditions. The board of directors of the company decided to repurchase and cancel all the restricted shares granted but not lifted, In compliance with the administrative measures for equity incentive of listed companies and other laws and regulations and the relevant provisions of the company’s 2019 stock option and restricted stock incentive plan, the cancellation of this restricted stock repurchase is legal and effective.
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 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.
Result: 3 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.
（12） 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
The board of supervisors held that the conditions for the exercise / release of restricted shares in the third exercise / release period granted by the company’s stock option and restricted stock incentive plan in 2019 have been met, and the exercise qualification of 57 incentive objects and the release qualification of 7 incentive objects of the company are legal and valid, Meet the exercisable / cancellable restriction conditions in the third exercise / release period set in the 2019 stock option and restricted stock incentive plan and the administrative measures for the implementation and assessment of the 2019 stock option and restricted stock incentive plan, and agree that the incentive objects that meet the assessment requirements will exercise their rights in the third exercise period / release the restriction period / unlock the current exercisable rights / release some stock options / restricted stocks.
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 exercise conditions of stock options in the third exercise period of stock options and restricted stock incentive plan in 2019 and the achievement of the lifting of restrictions in the third lifting period of restricted shares (Announcement No.: 2022051).
The lawyer issued the concluding comments, which are published on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）Beijing Anjie (Shanghai) law firm’s report on the company’s 2019 stock option and restricted stock incentive plan, the third exercise of stock option and the third exercise of restricted stock
