TigerResearch/tigerbot-earning-plugin huggingface dataset:
Directors,The meeting examined and adopted the Proposal on the Establishment of a Compliance Committee of the Board of Directors,The meeting examined and adopted the Proposal of EmploymentAgreement for Company'sManagers’Members and Letter of responsibility for the management objectives of the term of office,The meeting examined and adopted the Proposal on commissioning construction management matters for the reconstruction and expansion of the Nansha-Zhuhai section of the
Guangzhou-Macao Expressway ".
The 6th (Provisional)
December13,2022
December14,2022
The meeting examined and adopted the "Proposal on The Total Remuneration Management System of Guangdong Provincial Expressway Development Co., Ltd.(Trial)",The meeting examined and adopted the "Proposal on Revising the Measures for the Management of Remuneration of Members of the Management Level of Guangdong Provincial Expressway Development Co., Ltd.(Trial)",The meeting examined and adopted the "Proposal on the Remuneration Management Measures of Guangdong Provincial Expressway Development Co., Ltd.(Trial)",The meeting examined and adopted the "Proposal on the Administrative Measures for the Distribution of Incremental Incentive Remuneration of Guangdong Provincial Expressway Development Co., Ltd.(Trial)",The meeting examined and adopted the "Proposal on the System for the Selection and Appointment of Members of theManagement Level of Guangdong Provincial Expressway Development Co., Ltd.(Trial)",The meeting examined and adopted the "Proposal on the Implementation Measures for the ‘Three Importance and One Greatness Decision-making System’of Guangdong Provincial Expressway Development Co., Ltd.",The meeting examined and adopted the "Proposal on the Amendment of the Rules of Procedure of the Board of Directors of Guangdong Provincial Expressway Development Co., Ltd. ",The meeting examined and adopted the "Proposal for Holding 2022 Fourth Provisional Shareholders' GeneralMeeting" .
2. Attendance of directors at the boardmeetings and the general meeting of shareholders
Attendance of directors at the board meetings and the general meeting of shareholders
Name of director
Number of board meetings attended during the reporting period
Number of board meetings attended in person
Number of board meetings attended by means of communicati on
Number of board meetings attended by proxy
Number of board meetings absent from
Whether to attend the board meeting in person twice in a row
General meetings of shareholders attended
Miao Deshan 9 2 7 0 0 No 4 Zheng Renfa 4 1 3 0 0 No 0 Wang
15 3 12 0 0 No 5
LuMing 15 3 12 0 0 No 5 Zuo Jiang 15 3 12 0 0 No 5 Cheng Rui 6 1 5 0 0 No 3 ChenMin 9 2 7 0 0 No 2 Zeng Zhijun 15 3 12 0 0 No 5 You
6 1 5 0 0 No 3
Ren Hua 9 2 7 0 0 No 2 Wu Hao 15 3 12 0 0 No 5 Huang Hai 2 0 2 0 0 No 0 Kuang Yu 10 2 8 0 0 No 5 Gu Naikang 9 2 7 0 0 No 2 Bao
Fangzhou
9 2 7 0 0 No 2
Zhang Hua 15 3 12 0 0 No 5 Liu
You Dewei 6 1 5 0 0 No 3 Yu
Explanation of failure to attend the board meeting in person twice in a row None
3. Directors' objections to relatedmatters of the Company
Whether the director raises any objection to the relevant matters of the Company□Yes √No
During the reporting period, the directors did not raise any objection to the relevant matters of the Company.
4. Other descriptions of directors' performance of duties
Whether the directors' suggestions on the Company have been adopted√Yes □No
The director's statement on whether the relevant suggestions of the Company have been adopted or not
During the reporting period, all the directors of the Company diligently performed the duties entrusted by the general meeting of shareholders, carefully evaluated and considered the Company's operation management, investment, corporate governance and other matters, actively proposed, scientifically discussed and collectively made decisions in the board meeting, and put forward multiple suggestions that meet the Company's development needs at the present stage, which were adopted by the Company in the form of resolutions of the Board of Directors.
VII. Situation of special committees under the Board of Directors during the reporting period
Committee name
Member information
Number of
meetings convened
Meeting content Put forward important opinions and suggestions
Other informatio n of duty performan ce
Details of objections(if any)
Chairman of the committee:Liu
Zhonghua,Member: Zhang Hua, LuMing
January7,2022
1. Reviewed the 2021
financial report prepared by the Company; 2. The CPA reported the audit plan of the 2021 financial report to the Audit Committee.
The Audit Committee reviewed the 2021 financial report prepared by the Company, and reached consensus: 1. The Company's accounting policies were properly selected, accounting estimates were reasonable, and no material misstatement or omission was found; 2. No major
shareholders were found occupying the Company's funds;
3. No external violation guarantee or abnormal related party transactions were found; 4. The Company's financial
statements could be submitted to the CPA firm for annual audit.
March4,2022
1. Reviewed the 2021 annual financial report
submitted by the Company's Finance Department and issued by certified public accountants with
preliminary audit opinions;
2. Reviewed and approved the Proposal on Reviewing the 2021 Internal Control Evaluation Report of
Development Co., Ltd.;3. Listened to the reports of the Proposal on Hiring
Financial Report Audit
Institution in 2022 and the Proposal on Hiring Internal Control Audit Institution in2022, and reviewed relevant information; 4. Reviewed and approved the
Company's 2021 Internal AuditWork Summary and2022 Internal AuditWork Plan; 5. Reviewed and
1. The Audit Committee reviewed the 2021 financial report submitted by the Company's Finance Department and issued by the certified public accountant for annual review with preliminary audit opinions, and reached consensus as follows: (1) The audit of the Company's 2021 financial report by the certified public accountant for annual review was conducted in strict accordance with the relevant norms of audit business; (2) During preparation of the annual report, the annual certified public accountants communicated with the Audit Committee effectively, and fully listened to the opinions of the Audit Committee, and consensus was reached on all major aspects in the annual review; (3) The annual financial report issued by certified public accountants with preliminary audit opinions was relatively complete, with no major omissions, and it fairly reflected the Company's financial position as of December31, 2021, and the production and operation results and cash flow in 2020 in all major aspects. 2. The Audit Committee has listened to the report of the Proposal on Deliberating the "Evaluation Report for Internal Control of Guangdong Expressway Development Co., Ltd. in 2021" submitted by the Discipline Inspection and Audit Department of the Company, and the certified public accountant has also issued a preliminary audit opinion on the internal control of the Company in 2021. The certified public accountant believed that Guangdong Expressway maintained effective
approved the Proposal on Reviewing the Company's2021 Internal Control EvaluationWork Pla .
internal control of financial reports in all major aspects on December 31, 2021 in accordance with the Basic Standards for Internal Control of Enterprises and relevant regulations. The Audit Committee deliberated and approved the Evaluation Report for Internal Control of Guangdong Expressway Development Co., Ltd. in 2021 and agreed to submit the proposal to the Board of Directors for deliberation. The Audit Committee listened to the reports of the Proposal on Hiring Audit Institutions for Financial Reporting in 2022 and the Proposal on Hiring Audit Institutions for Internal Control in 2022, and reviewed relevant materials. It is considered that Yongtuo Certified Public Accountants LLP (Special General Partnership), with relevant qualifications to engage in the audit business of listed companies, in accordance with the independent, objective and fair practice standards, and with the experience and ability to provide audit services for listed companies, can meet the needs of the Company's 2022 annual financial report and internal control audit, and can independently audit the Company's financial status, and therefore, it is agreed that the Company will continue to hire Yongtuo Certified Public Accountants LLP (Special General Partnership) as the Company's annual financial report audit institution and internal control audit institution in 2022, and it is agreed to submit the above two proposals to the Board of Directors and the General Meeting of Shareholders for deliberation. 4. It deliberated and approved the Company's Internal Audit Work Summary in 2021 and Internal Audit Work Plan in 2022, and agreed to submit the above proposals to the Board of Directors for deliberation.
5. It deliberated and approved the Proposal on Reviewing the Company's "Work Plan for Internal Control Evaluation in 2022" and agreed to the Company's Work Plan for Internal Control Evaluation in 2022.
Zhonghua,Member:
It reviewed the standard and unqualified 2021 financial report submitted by the
The Audit Committee reviewed the standard and unqualified 2021 financial report submitted by the
Company's FinancialManagement Department and issued
Zhang Hua, LuMing Company's Financial
Management Department
and issued by the accountant for annual audit
by the certified public accountant for annual review, and concluded that the Company's financial report truly,
accurately and completely reflected the overall situation of the Company, and agreed to submit the 2021 financial report prepared by the Company and audited by the
certified public accountant for annual review to the Board of Directors for deliberation.
Remuneration and
Assessment Committee
Chairman of the Committee:Bao Fangzhou,
Member :Gu Naikang
It reviewed the 2021Annual Report.
The Committee believed that in 2021, the Company's
directors and senior management personnel performed their duties diligently and conscientiously, and agreed to the
remuneration of directors and senior management personnel determined by the Company in accordance with relevant systems and regulations in 2021.
Member :Gu Naikang, Kuang Yu
It deliberated and approved the Proposal of Guangdong Expressway Development
Co., Ltd. on Deliberating the Performance Assessment
Results ofManagers' Tenure and the Proposal on the
Contractual Assessment
Results ofManagers' Tenure System in 2021.
The Committee unanimously agreed with the assessment results of the proposal and agreed to submit the assessment results to the Board of Directors of the Company for deliberation.
Chairman of the Committee:You Dewei,
Member :Zhang Hua, Kuang Yu
It deliberated and approved the Proposal on the "Total SalaryManagement System of Guangdong Expressway Development Co., Ltd.
(Trial)", Proposal on Amending the
"AdministrativeMeasures forManagers' Salary of Guangdong Expressway Development Co., Ltd.
(Trial)", and Proposal on the"SalaryManagement
Measures of Guangdong Expressway Development
The Committee deliberated and approved the proposal and agreed to submit it to the Board of Directors of the Company for deliberation.
Co., Ltd. (Trial)", Proposal on "Administrative
Measures for Incremental Incentive Salary
Distribution of Guangdong Expressway Development Co., Ltd. (Trial)" and
Proposal on "Selection and Appointment System of Managers of Guangdong Expressway Development Co., Ltd. (Trial)".
Committee:Zheng Runfa,Member: Wang Chunhua, Bao Fangzhou, Zhang Hua and Zeng Xiaoqing
It deliberated the materials of the Company's
"Fourteenth Five-Year" Development Plan.
The Committee believed that the content of the Company's"Fourteenth Five-Year" Development Plan is
comprehensive and clear, which is in line with the actual situation of the Company, and it agreed to submit the
Company's "Fourteenth Five-Year" Development Plan to the Board of Directors for deliberation.
Management Committee
Chairman of the Committee:Liu
Zhonghua,Member: Miao Deshan, You Dewei
It deliberated and approved the proposal on the results of the risk assessment in2022.
The Committee agreed with the results of the 2022 risk assessment.
Chairman of the Committee:You
Dewei,Member:Yu Mingyuan,Wu Hao
It deliberated and approved the Proposal on Deliberating and Determining the
Compliance Risk in 2023.
All members of the Committee unanimously agreed that the company would carry out special work to prevent
expressway traffic safety and compliance risks in 2023.
VIII.The working status of the board of supervisors
The board of supervisors finds out whether the company has risks during the monitoring activities during the re porting period
The Supervisory Committee has no objection to the supervision matters during the reporting period.
IX. Particulars about employees.
1.Number of staff, professional structure and educational background
Number of in-service staff of the parent company(person) 106 Number of in-service staff of the main subsidiaries(person) 2,976 The total number of the in-service staff(person) 3,082 The total number of staff receiving remuneration in the current
period(person)
3,077
Retired staff with charges paid by the parent company and main subsidiaries (person)
Category Number of persons(person)
Operating personnel 2,531 Sale personnel 0 Technology Personnel 359 Financial personnel 62 Management personnel 130 Total 3,082
Holders of master’s degree or above 51 Graduates of regular university 610 Graduates of junior colleges 1,773
Other 648 Total 3,082
2. Remuneration policies
Guangdong Expressway follows the principle of adhering to the benefit orientation, taking into account of efficiency and fairness, and combining incentives with constraints, provides active encouragement and paid attention to the long-term. According to national laws, regulations and policies, it establishes the annual salary system for the person in charge of the enterprise and the performance salary system for management posts, adopts the total salary budget to be included in the overall budget management, and makes employees' salary closely linked with individual performance and enterprise benefits according to the interrelated performance contributions of labor, management and skills.
The Company provides various benefits in compliance with laws and regulations, and employees enjoy various benefits such as social insurance, enterprise annuity, supplementary medical care, trade union mutual insurance, etc., so as to ensure that employees can share development achievements and thereby arouse their working passion.
3.Training plan
Each business department organizes employees to participate in the business post training organized by the competent department of industry and social professional training institutions according to the employee job characteristics, employee job performance and industry development trend of the department. In order to help enterprises develop with high quality and efficiently complete the task of state-owned enterprise reform, it is planned to carry out special training on state-owned enterprise reform; in order to improve employees' working satisfaction, it is planned to carry out special training on employees' mental health and physical health care. Carry out continuing education and training for professional and technical personnel. Carry out various training activities such as special education and incorruption education in cooperation with the party and the masses, supervision and examination, etc.
4.Outsourcing situation
□Applicable √No Applicable
X. Specification of profit distribution and capitalizing of common reserves
Formulation, implementation or adjustment of the profit distribution policy, especially the cash dividend policy during the reporting period
During the reporting period, the Company made a profit and the profit available to shareholders of the parent company was positive, but no cash dividend distribution plan was put forward.
Profit distribution and capitalization of capital reserve during the reporting period√Applicable □Not applicable
Bonus shares for every ten shares(Shares) 0 Cash dividend for every ten shares (Yuan)(Tax-included) 4.28 A total number of shares as the distribution basis(shares) 2,090,806,126 Cash dividend amount (yuan, including tax 894,865,021.93 Other means (such as repurchase of shares) cash dividend
amount (yuan)
Total cash dividend (yuan, including tax) 894,865,021.93 Distributable profit (yuan) 100% Proportion of cash dividend in the distributable profit
The Company is in a fast growth stage, there for the cash dividend will reach 80% of the profit distribution at least. Cash dividend distribution policy.
Details of profit distribution or reserve capitalization Preplan
1. Limited to 10% of the registered capital of the Parent company, the net profit of the company, i.e. 147,681,138.46 yuan, is to be allocated for statutory common reserve fund;
2.The profit for 2022 is to be distributed as follows: 894,865,021.93 yuan. is to be allocated as the fund for dividend distribution for 2022. with the total shares at the end of 2022, i.e., 2,090,806,126 shares, as the base, cash dividend of 4.28 yuan (including tax) is to be distributed for every 10 shares .The remaining undistributed profits are to be carried forward to the next year. The foreign exchange translation of the cash dividends for shareholders holding B share and overseas corporate shares will be determined according to HKD:RMB bank’s Middle rate quoted by People’s Bank of China on the first working day after 2022 annual shareholders’general meeting makes resolution on dividend distribution.
XI. Implementation Situation of Stock Incentive Plan of the Company, Employee Stock Ownership Plan or Other Employee IncentiveMeasures
XII. Construction and implementation of internal control system during the reporting period
1. Construction and implementation of internal control
The Company has established a sound corporate governance structure, with clear responsibilities of general meeting of shareholders, Board of Directors, Board of Supervisors and management, established corporate governance rules centered by the Articles of Association, rules of procedure of general meeting of shareholders, Board of Supervisors, Board of Directors and specialized committees thereunder, standardized operation of general meeting of shareholders, Board of Directors and Board of Supervisors, held and convened relevant meetings in accordance with the provisions of the Company Law and the Articles of Association, and reached legal and valid resolutions. The general meeting of shareholders is the highest authority of the Company; the Board of Supervisors is responsible for the general meeting of shareholders, and the supervision of directors and management to perform their duties according to law is sound and effective. The Board of Directors shall be responsible to the general meeting of shareholders and exercise the business decision-making power according to law. It is provided with an Audit Committee, the independent directors meet the quorum, and the decision-making procedures and management rules of procedure of the Board of Directors are scientific and transparent; the management is efficient and rigorous in implementing the resolutions of the Board of Directors.
The Company has set up 10 functional departments, including Investment Development Department, Human Resources Department, Financial Management Department, Infrastructure Management Department, Operation and Management Department, Discipline Inspection and Audit Department, Securities Affairs Department, Comprehensive Affairs Department, Legal Affairs Department and Party and Mass Work Department. The distribution of powers and responsibilities and business processes of all functional departments are clear and reasonable, forming a working mechanism of duty performance, responsibility shouldering, mutual restriction and coordination. The Company has established a perfect control system for parent-subsidiary companies, and formed a sound internal control system for each subsidiary company. Meanwhile, the Company has established and improved rules and regulations related to risk assessment, fraud risk control, information and communication, and maintained effective internal control.
The Company has set up an Audit Committee under the Board of Directors to supervise the effective implementation of the Company's internal control and self-evaluation of internal control. The Company has set up the Discipline Inspection and Audit Department, which is responsible for supervising the establishment and operation of the Company's internal control system, evaluating the Company's risk control and evaluating the effectiveness of the Company's internal control. It has defined the standards of internal control defect identification, rectification procedures and internal control self-evaluation procedures, and formed an effective internal control supervision system.
2.Details of major internal control defects found during the reporting period□Yes √No
XIII.Management and control of the Company's subsidiaries during the reporting period
XIV. Internal control self-evaluation report or internal control audit report
1.Self-evaluation report on internal control
Disclosure date of appraisal report on internal control
March 21 ,2023
Disclosure index of appraisal report on internal control
The ratio of the total
assets of units included in the scope of
evaluation accounting for the total assets on the company's
consolidated financial statements
The ratio of the 100.00% operating income of units included in the scope of evaluation accounting for the operating income on the company's
Standards of Defects Evaluation
Type Financial Report Non-financial Report
Qualitative standard
The qualitative criteria for the evaluation of
internal control deficiencies in financial reports confirmed by the Company is as follows: The following situations (including but not limited to) shall be deemed as “material deficiencies”in the internal control of the financial report. (1)
There are major frauds made by the directors, or supervisors, or senior management personnel in the company’s management activities; (2)There are material misstatements in the current
financial report but the internal control failed to find the misstatements during its operation; (3) The supervisions made by the company's audit committee and the internal audit organization on the internal control are invalid; (4) The control environment is invalid; (5)The material
deficiencies found and reported to the
management but are not corrected within a
reasonable time; (6)There is an administrative punishment from the securities regulatory institution due to accounting errors.
The following situations (including but not limited to) shall be deemed as
“significant deficiencies”in the internal control of the financial report and
there are intense signs for the situations
becoming “material deficiencies”: (1) Frauds made by staff in key positions; (2)The
supervisory function on compliance is invalid, and the violations of regulations may have a significant impact on the reliability of the
financial report; (3)The significant deficiencies reported to the management but are not
corrected within a reasonable period.
The following situations (including but not limited to) shall be deemed as “general
deficiencies”in the internal control of the
financial report. (1) Frauds made by staff in non key positions, or business operators execute the implementation procedures not strictly
conforming to the company’s policy but resulted in no significant impact on the reliability of the financial report. (2)The supervisory function on compliance is invalid, and the violations of
regulations may not have a significant impact on the reliability of the financial report; (3)The
general deficiencies reported to the management but are not corrected within a reasonable period.
The qualitative criteria for the evaluation of internal control deficiencies in non-financial