Guangzhou Lingnan Group Holdings Company Limited(000524)
Work report of independent directors
As an independent director of Guangzhou Lingnan Group Holdings Company Limited(000524) (hereinafter referred to as "the company"), in 2021, in strict accordance with the provisions of the company law, the securities law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations and the requirements of the articles of association, I earnestly exercised the rights conferred by the law, timely learned the production and operation information of the company, and paid full attention to the development of the company, Actively attended the relevant meetings held by the company in 2021, expressed independent and objective opinions on the relevant matters considered by the board of directors, faithfully performed various duties, gave full play to the independent role of independent directors, safeguarded the overall interests of the company, and safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. My work in 2021 is briefly reported as follows:
1、 Attendance and voting at company meetings in 2021
In 2021, the company held 12 board meetings and 4 general meetings of shareholders. My attendance at the board of directors and general meeting of shareholders during the reporting period is as follows:
During the reporting period, you should attend the on-site attendance and entrust the absence by means of communication. Are there two consecutive absences
The name of the director plus the number of times the directors attended the board meeting the number of times the directors did not attend the board meeting in person the number of times the directors attended the shareholders' meeting the number of times the board meeting
number
Tian Qiusheng 12 2100000 No 4
Based on the principles of diligence, pragmatism, honesty and responsibility, I have considered all the proposals objectively and carefully, and made full preparations for the important decisions of the board of directors. At the board meeting, I carefully considered each proposal, actively participated in the discussion and put forward reasonable suggestions, which played a positive role in the scientific decision-making of the board of directors of the company. After careful consideration of the proposals of the board of directors and other matters of the company during the reporting period, I voted in favour, and there was no negative vote or abstention.
As a member of the remuneration and assessment committee, nomination committee and Strategy Committee of the board of directors of the company, I attended two meetings of the remuneration and assessment committee of the board of directors in 2021. The nomination committee and Strategy Committee of the board of directors did not hold a meeting in 2021. After careful consideration of various proposals of the remuneration and assessment committee of the board of directors during the reporting period, I voted in favour, without voting against or abstaining.
2、 Suggestions and independent opinions to the company
In 2021, as an independent director of the company, I gave full play to my professional expertise and put forward many constructive opinions on the company's financial management, standardized operation, internal control and audit. I have fulfilled my duties and duties diligently, and jointly issued the prior approval opinions and independent opinions on relevant matters with other independent directors of the company as follows:
No. comment time item type comment
1. On January 15, 2021, the independent opinion on providing financial assistance to the wholly-owned subsidiary agreed
2. On March 9, 2021, the independent opinion on providing financial assistance to the holding subsidiary agreed
On April 13, 2021, the independent opinions on adjusting Wuhan feitu Holiday International Travel Agency Co., Ltd. agreed to 3 the independent opinions on performance commitments
Independent opinions on adjusting performance commitments of Sichuan New Territories International Travel Agency Co., Ltd. on April 13, 2021
5. Prior approval opinions on the prediction of the company's daily connected transactions in 2021 on April 18, 2021
6. The independent opinion on the company's 2020 annual profit distribution plan on April 19, 2021 agreed
7. Independent opinion and agreement on the self-evaluation report of internal control in 2020 on April 19, 2021
8. Independent opinion on the prediction of the company's daily connected transactions in 2021 on April 19, 2021
9. Independent opinions on the special report on the deposit and use of raised funds in 2020 on April 19, 2021
10. On April 19, 2021, the independent opinion on the external guarantee amount in 2021 agreed
11. Independent opinion on accounting policy change on April 19, 2021
12. Independent opinion on the independent opinion on the withdrawal of asset impairment provision and write off of assets in 2020 on April 19, 2021
13. On April 19, 2021, independent opinions on 2020 external guarantee, controlling shareholders and other relevant independent opinions agree that the joint party occupies the company's funds
On May 14, 2021, the independent opinion on the extension of the company's phase I employee stock ownership plan was agreed. See
15. On June 10, 2021, the independent opinion on providing financial assistance to the holding subsidiary agreed
On June 29, 2021, 16 opinions on prior approval of leased properties and related party transactions of wholly-owned subsidiaries
On June 30, 2021, the independent opinions on the leased property and related party transactions of the wholly-owned subsidiary agreed to 17 opinions
18. Independent opinions on the special report on the deposit and use of raised funds in the half year of 2021 on August 30, 2021
On August 30, 2021, the independent opinion on the occupation of the company's funds by the controlling shareholders and other related parties and the independent opinion on 19 external guarantees of the company
20. Independent opinion on determining the salary limit of senior executives in 2021 on October 29, 2021
21. Opinions on prior approval and consent on the renewal of accounting firm in 2021 on November 25, 2021
Opinion on the renewal of independent accounting firm on November 26, 2021
23. On December 17, 2021, the independent opinion on the implementation of the company's professional manager plan was agreed
3、 On site inspection of the company
In 2021, taking advantage of the opportunity of attending the general meeting of shareholders, the board of directors and other means, I conducted many on-site visits to the company to understand the construction and implementation of the company's operation, management (including the management of the company's information disclosure Affairs) internal control and other systems, investigated the implementation of the resolutions of the board of directors, and listened to the opinions of the company's management on the operation, standardized operation Report on financial management and risk control; Keep close contact with other directors, senior executives and relevant staff of the company through telephone and e-mail, timely learn the progress of major matters of the company, always pay attention to the impact of external environment and market changes on the company, actively give advice on the operation and management of the company, and earnestly perform the duties of independent directors.
4、 Work done to protect the legitimate rights and interests of minority shareholders
(I) continuously pay attention to the company's information disclosure, effectively supervise and verify the timely disclosure of specified information, and effectively safeguard the legitimate rights and interests of investors and public shareholders. In 2021, the company was able to standardize information disclosure in strict accordance with the administrative measures for information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, as well as the relevant provisions of the articles of association and the management system for company information disclosure, promote the company's standardized operation in accordance with the law, safeguard the legitimate rights and interests of the company's shareholders and their stakeholders, and ensure the authenticity, accuracy, integrity, timeliness and fairness of the disclosed information.
(II) promote the corporate governance structure and strengthen the construction of the company's internal control system. In 2021, I carefully reviewed the materials provided by the company for major matters that need to be considered and decided by the board of directors, deeply understood the drafting of relevant proposals, and used professional knowledge to express professional opinions in the decision-making of directors, so as to effectively promote the sustainable and healthy development of the company.
(III) actively pay attention to the development of the company. With regard to the company's financial operation, capital transactions and daily operation, I carefully listened to the reports of relevant personnel of the company and conducted on-site investigation, timely understood the company's business dynamics and financial situation, expressed opinions on the board of directors, exercised my powers, and effectively performed the duties of independent directors.
5、 Training and learning
In 2021, I carefully studied the laws, regulations and rules related to the standardized operation of listed companies and the performance of duties by independent directors, deepened my understanding and understanding of relevant laws and regulations, especially those related to the corporate governance structure and the protection of the rights and interests of social public shareholders, continuously improved my ability to perform my duties, and provided better opinions and suggestions for the company's scientific decision-making and risk prevention, Effectively strengthen the ability to protect the legitimate rights and interests of companies and investors, especially public shareholders.
6、 Other working conditions
(I) no independent directors proposed to convene the board of directors;
(II) no independent director proposes to hire or dismiss an accounting firm;
(III) there is no external audit institution or consulting institution employed by independent directors.
7、 Conclusion
In 2021, the company's operation was in good condition, the convening and convening of the general meeting of shareholders and the board of directors met the legal procedures, and the relevant procedures and information disclosure obligations were fulfilled for major business decisions. In 2022, I will continue to faithfully, prudently, conscientiously and diligently exercise the rights conferred by the company law and other relevant laws and regulations in the spirit of integrity and diligence, in accordance with the requirements of the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and relevant laws, regulations and normative documents, more dutifully perform the obligations of independent directors, and safeguard the interests of the company and shareholders Especially the legitimate rights and interests of minority shareholders. Independent director: Tian Qiusheng
March 21, 2002
