Work report of the board of supervisors in 2021
Yunnan Tourism Co.Ltd(002059) all shareholders:
In 2021, the board of supervisors of Yunnan Tourism Co.Ltd(002059) (hereinafter referred to as “the company”) conscientiously performed its duties in strict accordance with the provisions of the company law, the securities law, the stock listing rules of the Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of the Shenzhen Stock exchange and other laws and regulations, normative documents, the articles of association, the rules of procedure of the board of supervisors and other rules and regulations The company has effectively supervised major events and the performance of directors and senior managers, ensured the standardized operation of the company and effectively safeguarded the legitimate rights and interests of the company and shareholders. The main work report of this year is as follows:
1、 Basic evaluation of the board of directors and management of the company in 2021
The board of supervisors attended all the on-site meetings of the board of directors in 2021 as nonvoting delegates and believed that the board of directors earnestly implemented the resolutions of the general meeting of shareholders, faithfully fulfilled the obligation of good faith, and did not harm the interests of the company and shareholders. All resolutions of the board of directors met the requirements of the company law and other laws and regulations and the articles of association.
In 2021, the company achieved good business performance. The board of supervisors supervised the company’s production and operation activities during the term of office, and believed that the management of the company was diligent and conscientious, earnestly implemented various resolutions of the board of directors, and there was no illegal operation in the operation.
2、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held nine meetings, and the previous meetings and resolutions are as follows:
(I) the 13th meeting of the seventh board of supervisors:
On February 5, 2021, the 13th meeting of the 7th board of supervisors of the company was held by means of communication voting, and the proposal of the company on approving wholly-owned subsidiaries to provide guarantees to their holding subsidiaries according to their shareholding ratio was considered and adopted.
(II) the 14th meeting of the 7th board of supervisors:
On April 20, 2021, the 14th meeting of the seventh board of supervisors was held, Deliberated and passed the proposal on the company’s 2020 annual report and its summary, the company’s 2020 profit distribution plan, the proposal on the work report of the company’s 2020 board of supervisors, the proposal on the company’s 2020 financial final accounts and 2021 financial budget report, the special report of the company’s board of directors on the deposit and use of raised funds in 2020, and the proposal on the company’s financing demand in 2021 The company’s special note on the realization of 2020 profit forecast of the subject assets of major asset restructuring, the company’s note on the realization of 2020 profit forecast of purchased assets, the company’s proposal on daily connected transactions in 2021, the company’s proposal on the amount of financial assistance to subordinate enterprises in 2021, and the company’s proposal on the provision for asset impairment The company’s proposal on the change of accounting policies, the company’s self-evaluation report on internal control in 2020, the proposal on the renewal of the company’s audit institution in 2021, and the company’s proposal on the transfer of equity of wholly-owned subsidiaries and related party transactions.
(III) the 15th meeting of the 7th board of supervisors:
On April 27, 2021, the 15th meeting of the 7th board of supervisors of the company was held by means of communication voting, and the proposal on the full text and summary of the first quarter report of the company in 2021 was considered and adopted.
(IV) the 16th meeting of the 7th board of supervisors:
On May 19, 2021, the 16th meeting of the 7th board of supervisors was held by means of communication voting, and the company’s proposal on capital increase and related party transactions of holding subsidiaries to subordinate companies was considered and adopted.
(V) the 17th meeting of the seventh board of supervisors:
On July 14, 2021, the 17th meeting of the 7th board of supervisors of the company was held by means of communication voting, and the company’s proposal on capital increase and related party transactions to holding subsidiaries was reviewed and adopted.
(VI) the 18th meeting of the seventh board of supervisors:
On August 25, 2021, the 18th meeting of the 7th board of supervisors was held by means of communication voting. The proposal on the full text and summary of the company’s 2021 semi annual report, the special report of the board of directors on the deposit and use of raised funds from January to June of 2021 and the proposal on adjusting the performance commitment period of holding subsidiaries were considered and adopted.
(VII) the 19th meeting of the seventh board of supervisors:
On September 17, 2021, the 19th meeting of the 7th board of supervisors was held by means of communication voting, and the company’s proposal on waiver of preemptive right and related party transactions was considered and adopted.
(VIII) the 20th meeting of the seventh board of supervisors:
On October 28, 2021, the 20th meeting of the 7th board of supervisors was held by means of communication voting, and the company’s proposal on the third quarter report of 2021 was considered and adopted.
(IX) the 21st Meeting of the seventh board of supervisors:
On December 3, 2021, the 21st Meeting of the 7th board of supervisors was held by means of communication voting, which deliberated and passed the company’s proposal on the extension of the controlling shareholder’s commitment to avoid horizontal competition and the company’s proposal on external guarantee and related party transactions of subsidiaries.
3、 Performance of the board of supervisors on major matters in 2021
(I) check the financial situation of the company
In 2021, the board of supervisors inspected the company’s financial system and financial status, and considered that the company’s internal control system of financial accounting was sound, there were no major omissions and false records in accounting, and the company’s financial status, operating results and cash flow were in good condition. During the reporting period, the board of supervisors issued standard and no objection audit opinions on the company’s 2020 annual report, the first quarter report of 2021, the semi annual report of 2021 and the third quarter report of 2021, and believed that the contents of the periodic report prepared by the board of directors were true, accurate and complete, and there were no false records, misleading statements or major omissions; The audit procedures comply with laws, administrative regulations and the provisions of the CSRC.
(II) legal operation of the company
During the reporting period, the company established a sound internal control system. The company operated in accordance with the law. The directors and managers of the company worked diligently and did not violate laws, regulations, articles of association or damage the interests of the company when performing their duties. (III) related party transactions of the company
After checking the related party transactions of the company during the reporting period, the board of supervisors believes that the related party transactions of the company in 2021 are normal production and operation behavior, the pricing is fair and reasonable, the related party transactions have performed the necessary decision-making procedures, the decision-making procedures are legal and compliant, the price is fair and fair, and there is no damage to the interests of the company and shareholders. Related party transactions of the company have been subject to corresponding approval procedures in accordance with relevant systems and regulations.
(IV) consideration of external guarantee and asset replacement of the company
In 2021, the company had no illegal external guarantee, equity and asset replacement, and no other damage to the interests of the company’s shareholders or loss of the company’s assets.
(V) self evaluation of the company’s board of supervisors on internal control
The company’s existing internal control system has covered all levels and links of the company’s operation and formed a standardized management system, which can prevent, timely find and correct possible errors in the company’s operation process, protect the safety and integrity of the company’s assets, and ensure the authenticity, accuracy and timeliness of accounting records and accounting information. The company’s internal control system and the actual situation of internal control comply with relevant national laws, regulations and relevant requirements of regulatory authorities. The company’s internal control system is sound and can operate effectively. The board of supervisors has no objection to the self-evaluation report on the company’s internal control.
(VI) fund raising and use of the company
After inspecting the use of raised funds during the reporting period of the company, the board of supervisors believes that in 2021, the deposit and use of raised funds of the company comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the use of raised funds, and the special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company truly reflects the use of raised funds.
In 2022, the board of supervisors of the company will continue to faithfully perform its duties and further promote the standardized operation of the company in strict accordance with the provisions of the securities law, the company law, the articles of association and relevant national laws and regulations.
Please consider the above report.
Yunnan Tourism Co.Ltd(002059) board of supervisors March 28, 2002
