Guangdong Tapai Group Co.Ltd(002233)
Report on the work of independent directors in 2021
Xu Xiaowu
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 performance of duties in 2021 is reported 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 audit committee held 6 meetings and the nomination committee held 1 meeting. 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 agreement on the occupation of the company's funds by controlling shareholders and other related parties notes and independent opinions of the Fifth Board of directors in 2021
The 15th meeting on August 8 2. Special instructions and independent opinions on the company's external guarantee for the half year of 2021
Prior confirmation on the proposed change of the accounting firm in 2021 and the approval opinions of the Fifth Board of directors in 2021
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 research and investigation in the company, inspect the production and operation of the company, the implementation of the resolutions of the board of directors, the construction of information disclosure affairs management system and internal control system, and make an important contribution to the company's promotion of cement kiln collaborative solid waste disposal project Conduct field research on the integrated project of distributed photovoltaic power generation and energy storage, put forward reasonable suggestions for the company to improve the standard operation level, and promote the scientificity and objectivity of the decision-making of the board of directors.
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 standardized operation and management and sustainable, stable and healthy development.
The company has provided necessary conditions for independent directors to perform their duties in order to ensure the effective exercise of their functions and powers. When the independent directors conduct field research or telephone information on the company, they can fully communicate with the independent directors on major matters such as the company's production and operation, and timely supplement or explain the supplementary materials required by the independent directors, which provides better assistance for the independent directors to perform their duties.
4、 Training and learning
In 2021, I actively participated in the 2021 training course for directors, supervisors and senior managers of listed companies held under the guidance of Guangdong securities regulatory bureau and the training and learning activities organized by the company in various ways. Through the study of investment decision-making, development strategy, financial management system and other courses, I deepened my understanding of the latest laws, regulations and policies of the securities market The latest accounting standards and the legal framework for the standardized operation of listed companies, the understanding and understanding of the rights, obligations and legal responsibilities of independent directors have improved their ability to perform their duties, provided better opinions and suggestions for the company's scientific decision-making and risk prevention, and promoted the company's further standardized operation.
5、 Performance of professional committees
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 audit committee
During the reporting period, as the director of the audit committee of the company, in accordance with the relevant provisions of the rules of procedure of the audit committee, I had face-to-face discussion and communication with the audit institution on the audit plan, audit process and audit key points during the annual audit of the company, and followed up, supervised and reviewed by telephone or e-mail; Carefully review the company's regular reports, performance letters, appointment of audit institutions and other matters; Strictly control the construction and implementation of the company's internal control system.
2. Performance of the nomination committee
During the reporting period, as a member of the nomination committee of the company, 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.
6、 Other work done in protecting the rights and interests of investors
1. Earnestly perform the duties of independent directors
The board of directors carefully reviewed the company's financial decision-making and provided professional advice on how to prevent the company's major risks and relevant information according to their professional development experience, so that the board of directors can make their own professional decision-making in advance.
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 put forward opinions and suggestions on standardizing corporate governance, stable operation, strict and effective internal control and risk control system in strict accordance with the company law, securities law, listing rules of Shenzhen Stock Exchange and other laws and regulations, as well as the requirements of CSRC and other regulatory authorities, in combination with the actual situation of the company, Promote the honest operation and transparent management of the management, ensure the authenticity, accuracy, integrity, fairness and timeliness of the company's information disclosure, promote the company to continuously maintain a good interactive investor relationship, and effectively protect the interests of shareholders and the company.
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 relevant systems of the company, earnestly safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, and play a positive role in promoting the steady development of the company and establishing a good image of the company.
Independent director: Xu Xiaowu
Contact information: E-mail: [email protected]. March 14, 2022
