Guangdong Tapai Group Co.Ltd(002233)
Report on the work of independent directors in 2021
Jiang Chunbo
Dear shareholders
hello everyone!
As an independent director of Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as "the company"), I worked in strict accordance with the company law, the securities law, the rules for independent directors of listed companies and other laws and regulations, as well as the articles of association, the working system for independent directors and other company rules and regulations in 2021, actively attended the relevant meetings of the company in 2021 and carefully considered various proposals of the board of directors, He also expressed independent opinions on relevant matters of the company, performed his duties in good faith, diligently and independently, gave full play to the role of independent directors, and effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders.
My current performance report in 2021 is as follows:
1、 Attendance at meetings
In 2021, the company held 9 meetings of the board of directors and 2 general meetings of shareholders, all of which were attended in person, and there was no absence or entrustment to attend the meeting.
In 2021, the nomination committee held one meeting and the salary and assessment committee held two meetings. I personally attended the above meetings.
During the reporting period, based on the principle of prudence and objectivity, I carefully reviewed the meeting proposals and relevant background materials with a diligent and responsible attitude, actively participated in the discussion of various proposals, gave full play to the advantages of my professional knowledge and work experience, fully expressed reasonable opinions and suggestions, and exercised my voting rights independently, objectively and cautiously. During the reporting period, I have no objection to the proposals considered by the board of directors and its special committees.
2、 Independent opinions
In 2021, I earnestly performed the duties of independent directors and expressed independent opinions on the following matters:
Date of the meeting name of the meeting issue independent opinions content of the meeting
1. About re employment of Lixin Certified Public Accountants (special ordinary)
(partnership) is the prior recognition of the audit institution in 2021, and agrees to the prior recognition
Comment 2. About handling in Meizhou Merchants Bank Co., Ltd
Prior approval and consent opinions on related party transactions of deposit and settlement business
1. Special instructions and independent opinions on the company's capital transactions with related parties in 2020, accumulation and external guarantee in the current period
2. Independent opinion and consent on the company's connected transactions in 2020
3. Independent opinions on the company's 2020 profit distribution plan agreed
4. Independent consent on the company's 2020 internal control evaluation report
The 5th board of directors in 2021 5. Independent opinions on the company's special report on the deposit and actual use of raised funds in 2020 and the 10th meeting on March 14
6. Independent opinion on the renewal of the audit institution in 2021
7. Independent opinions on the company's securities investment in 2020
8. Independent opinions on the remuneration of directors and senior managers of the company in 2020
9. Independent opinions on handling related party transactions of deposit and settlement business in Meizhou Merchants Bank Co., Ltd
10. Independent opinions on Revising the company's 20182023 employee stock ownership plan (draft consent) and its abstract
11. Independent opinion on the fourth employee stock ownership plan
12. Independent opinions on repurchasing shares of the company
13. Independent opinions on using idle self owned funds for securities investment
The independent opinions of the 5th board of directors on accounting policy changes in 2021 agreed to the 11th meeting on April 19
The independent opinion of the 5th board of directors on appointing Mr. Lai Hongfei as the Secretary of the board of directors of the company in 2021 agreed to the 14th Meeting on June 30
1. Special consent on the occupation of the company's funds by controlling shareholders and other related parties
Notes and independent opinions of the 5th board of directors in 2021
The 15th meeting on August 8 2. Special explanation and agreement on the company's external guarantee for the half year of 2021
separate opinion
Prior confirmation and consent on the proposed change of accounting firm in 2021
The Fifth Board of directors in 2021 can approve the opinions before the opinions
On December 3, the 17th meeting agreed to the independent opinion on the proposed change of the accounting firm in 2021
3、 Field investigation of the company
During the reporting period, I made full use of the opportunity of attending the board of directors and shareholders' meeting and reasonably arranged other working hours to conduct field visits to the company, inspect the company's production and operation, the implementation of the resolutions of the board of directors, the construction of information disclosure affairs management system and internal control system, and investigate the company's production and operation, the application of production technology Conduct on-the-spot investigation and understanding of distributed photovoltaic power generation and energy storage integration project and cement kiln collaborative disposal of solid waste project, provide reasonable suggestions for the company to improve the standard operation level, and promote the company to promote the sustainable and steady development of advanced technology and production and operation in the application industry.
In addition to on-site participation and on-site research, I often pay timely attention to the progress of major matters of the company through telephone, e-mail and other means, and master the production, operation and management dynamics of the company. In addition, I always pay attention to the impact of the company's external environment and market changes on the company, and timely discuss with the company's management to promote the company's business development.
In order to ensure the effective exercise of functions and powers by independent directors and provide necessary conditions for independent directors to perform their duties, the company can fully communicate with independent directors on major matters such as the company's production and operation when independent directors conduct field research or telephone information about the company, and timely supplement or explain the supplementary materials required by independent directors, It provides better assistance for independent directors to perform their duties.
4、 Training and learning
During the reporting period, I participated in the 2021 training course for directors, supervisors and senior managers of listed companies and the training and learning activities organized by the company in various ways under the guidance of Guangdong securities regulatory bureau, continued to strengthen learning, comprehensively understand the development status and trend of the securities market, enhance the awareness of standard operation and risk responsibility, and improve the basic management ability and decision-making ability, To further improve the company's ability to prevent and standardize risks and provide scientific suggestions for the company's performance.
5、 Performance of professional committees of the board of directors
I am able to perform my duties diligently, carry out effective work, provide professional advice and provide strong support for the scientific and efficient decision-making of the board of directors in accordance with the relevant provisions of the standards for the governance of listed companies, the articles of association and the rules of procedure of the special committees of the board of directors. In 2021, mainly perform the following responsibilities:
1. Performance of the nomination committee
During the reporting period, as the director of the nomination committee, I made suggestions and carefully reviewed the selection and employment plan of the Secretary of the board of directors of the company in accordance with the relevant provisions of the rules of procedure of the nomination committee, so as to ensure the professional quality and performance ability of the relevant personnel selected. 2. Performance of remuneration and assessment committee
During the reporting period, as a member of the remuneration and appraisal committee, I inspected the performance and remuneration of the directors and senior managers of the company in accordance with the relevant provisions of the rules of procedure of the remuneration and appraisal committee, and put forward suggestions on the performance appraisal results, salary incentive bonus distribution scheme and performance appraisal indicators of the directors and senior managers.
6、 Other work done in protecting the rights and interests of investors
1. Earnestly perform the duties of independent directors
During the reporting period, I requested the company to provide relevant materials in advance for careful review of major matters considered and decided by the board of directors, and put forward reference opinions with my professional knowledge, so as to make the decision-making of the board of directors more practical and feasible.
I can maintain my due independence in the process of performing my duties and will not be affected by the actual controller, major shareholders or other units or individuals having an interest in the company.
2. Continue to pay attention to the quality of the company's information disclosure
During the reporting period, I continued to pay attention to the company's information disclosure and urged the company to disclose information in strict accordance with the relevant provisions of the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association, the information disclosure management system and other relevant regulations of the CSRC, so as to ensure the authenticity, accuracy, integrity, timeliness and fairness of the company's information disclosure, Strive to give investors a transparent listed company and earnestly safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
3. Continuous attention to corporate governance
During the reporting period, I dutifully urged the company to strictly comply with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, as well as the requirements of the CSRC and other regulatory authorities, in combination with the actual situation of the company, on the company's energy-saving transformation and technological innovation, carbon emission reduction of production process, carbon emission reduction of production energy consumption Promote the development of circular economy, put forward opinions and suggestions, promote the company's honest operation, standardize management, apply advanced technology, give full play to the company's technical advantages and scale advantages, and promote the intelligent transformation and technological innovation of enterprises to a new level.
7、 Other matters
(I) there is no proposal to convene the board of directors.
(II) there is no proposal to dismiss or employ an accounting firm.
(III) there is no independent engagement of external audit institutions and consulting institutions.
During the reporting period, I was able to maintain my identity and perform my duties independently and fulfill the duties of independent directors with due diligence. There were no significant changes in the statements and commitments of my director candidates.
I will continue to faithfully and effectively perform the duties and obligations of independent directors in accordance with the requirements of relevant laws and regulations and the articles of association, and earnestly safeguard the legitimate rights and interests of all shareholders, especially minority shareholders.
Independent director: Jiang Chunbo
Contact information: E-mail: 13937913904139.com. March 14, 2022
