Guangdong Tapai Group Co.Ltd(002233)
Report on the work of independent directors in 2021
Li Jianjiao
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 remuneration and assessment committee held two meetings, the strategy committee held one meeting and the audit committee held six 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 Fifth Board of directors in 2021 agreed on the independent opinion of appointing Mr. Lai Hongfei as the Secretary of the board of directors of the company
14th meeting 30 June
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' meetings 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 earnestly implement laws, regulations and industrial policies Conduct field research on production and operation management, photovoltaic power generation and energy storage integration project, cement kiln collaborative disposal of solid waste project, understand the company's production and operation risk prevention and control, put forward reasonable suggestions for the company to improve the legal affairs management system and 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 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
Since I became an independent director, I have always focused on learning the latest laws and regulations and various rules and regulations. In 2021, 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, so as to deepen my understanding of the latest laws, regulations and policies of the securities market Understanding and understanding of the legal framework for the standardized operation of listed companies, constantly improve their ability to perform their duties, so as to effectively strengthen the ability to protect the interests of the company and investors, form the ideological consciousness of consciously protecting the interests of shareholders of the public, provide better opinions and suggestions for the scientific decision-making and risk prevention of the company, and promote the further standardized operation of the company.
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 remuneration and assessment committee
During the reporting period, as the director 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.
2. Performance of the strategy committee
During the reporting period, as a member of the strategy committee, I carefully studied the national macro policies, the development trend of the cement industry and the company's medium and long-term development strategic plan, and put forward valuable suggestions on the company's annual production and operation objectives and major investments in accordance with the relevant provisions of the rules of procedure of the strategy committee and in combination with the company's actual situation, industry environment and market situation, It ensures the scientificity of the company's development direction, development objectives and countermeasures, provides strategic support for the sustainable and steady development of the company, and helps the realization of the company's development objectives.
3. Performance of audit committee
During the reporting period, as a member of the audit committee, 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, promote the company to establish an effective internal control system and provide true, accurate and complete financial reports.
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 own legal expertise, 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 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 corporate governance, standardized operation and internal control management 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, so as to promote the honest operation and transparent management of the management, Continuously improve the corporate governance structure, standardize the operation of the company, 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, and earnestly safeguard the legitimate rights and interests of all shareholders, especially minority shareholders.
Independent director: Li Jijiao
Contact information: E-mail: [email protected]. March 14, 2022
