2021 annual report of independent directors
As an independent director of Yunnan Tourism Co.Ltd(002059) (hereinafter referred to as "the company"), during the reporting period, in accordance with the company law, the securities law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, as well as the articles of association and the working system of independent directors, I earnestly performed the duties of independent directors, actively and timely attended the board of directors and shareholders' meetings, and actively paid attention to the business and development of the company, Give independent opinions on major matters prudently and objectively, give full play to the role of independent directors, and earnestly safeguard the interests of the company and shareholders, especially minority shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance at the general meeting of shareholders and the meeting of the board of directors in 2021
The board of directors and general meeting of shareholders convened and held by the company in 2021 comply with legal procedures, and major business decisions and other major matters have fulfilled relevant approval procedures, which are legal and effective.
I attended all 2021 annual general meetings of the company. Before each board meeting, they carefully reviewed the meeting proposals and relevant materials, participated in the discussion of various topics and put forward reasonable suggestions, exercised their voting rights with a rigorous attitude and an objective and independent position, and fulfilled the obligations of independent directors. After careful consideration of the proposals of the board of directors and other matters of the company, I voted in favour and raised no objection. The attendance at the board meeting this year is as follows:
12 meetings of the board of directors were held during the reporting period
Should attend the on-site meeting and entrust the absentees by means of communication voting? Are there two consecutive names
Number of seats number of meetings number of seats not attended in person
Wang Jun 12 times 1 time 11 times 0 times 0 times no
(II) in 2021, the company held four general meetings of shareholders, all of which were attended by me.
2、 Independent opinions
In 2021, in accordance with the requirements of relevant laws, regulations and other normative documents, I carefully checked relevant materials and expressed independent opinions on relevant matters of the company as follows:
(I) on February 5, 2021, the company held the 15th meeting of the seventh board of directors and expressed the opinions of independent directors on the company's consent to the wholly-owned subsidiary to provide guarantee to its holding subsidiaries according to the shareholding ratio.
(II) on April 20, 2021, the company held the 16th meeting of the 7th board of directors, and issued prior approval opinions and independent directors' opinions on the prediction of daily related party transactions in 2021, the renewal of the audit institution in 2021, the company's provision of financial assistance and related party transactions in 2021, the company's proposal on the transfer of equity of wholly-owned subsidiaries and related party transactions, and the occupation of funds by controlling shareholders and other related parties and the company's external guarantee The company's profit distribution in 2020, the deposit and use of the company's raised funds in 2020, the company's provision for asset impairment, changes in accounting policies, the company's self-evaluation report on internal control in 2020 and other proposals issued the opinions of independent directors.
(III) on May 19, 2021, the company held the 18th meeting of the 7th board of directors, and issued prior approval opinions and independent directors' opinions on the proposal of capital increase and related party transactions of the company's holding subsidiary to its subordinate companies.
(IV) on June 1, 2021, the independent director gave opinions on the resignation of the general manager of the company.
(V) on July 6, 2021, the company held the 19th meeting of the seventh board of directors and expressed the opinions of independent directors on the appointment of the general manager.
(VI) on July 14, 2021, the company held the 20th meeting of the seventh board of directors and issued the prior approval opinions and independent directors' opinions on the capital increase and related party transactions of the company's holding subsidiaries.
(VII) on August 25, 2021, the company held the 21st Meeting of the 7th board of directors, and issued prior approval opinions and independent directors' opinions on adjusting the performance commitment period of holding subsidiaries, special instructions on the occupation of funds and external guarantees by controlling shareholders and other related parties, and independent directors' opinions on the deposit and use of raised funds in the half year of 2021.
(VIII) on September 17, 2021, the company held the 22nd Meeting of the 7th board of directors, and gave prior approval and independent director's opinions on the company's abandonment of the preemptive right of 49% equity of Shenzhen OCT Cultural Tourism Technology Equity Investment Management Co., Ltd.
(IX) on September 30, 2021, the company held the 23rd Meeting of the seventh board of directors and expressed the opinions of independent directors on matters related to the appointment of senior managers of the company.
(x) on October 28, 2021, the company held the 24th Meeting of the 7th board of directors and expressed the opinions of independent directors on the election of non independent directors of the 7th board of directors.
（11） On December 3, 2021, the company held the 25th meeting of the seventh board of directors, and issued the prior approval opinions and independent directors' opinions on the external guarantee and related party transactions of subsidiaries, and the independent directors' opinions on the extension of the controlling shareholders' commitment to avoid horizontal competition.
3、 On site inspection
In 2021, I took the opportunity of attending the board of directors, shareholders' meeting and other irregular visits to the company for many times to conduct on-site communication and inspection, actively communicate with the company's directors, supervisors, senior managers and relevant business departments, understand the company's key work such as production and operation, financial status and internal control, and always pay attention to the impact of external environment and market changes on the company, Pay attention to the relevant reports of the media on the company; Regularly review the reports provided by the company, timely conduct in-depth discussion with senior managers on various problems encountered in the daily operation and management of the company, and express their opinions and suggestions to ensure the protection of the interests of investors, especially small and medium-sized investors.
4、 Performance of duties in special committees
The board of directors of the company has a strategy committee, a nomination committee, an audit committee and a remuneration and assessment committee. In addition to the strategy committee, the conveners of the nomination committee, the audit committee and the remuneration and assessment committee are all held by independent directors, and the number of independent directors exceeds 1 / 2.
I served as the convener of the audit committee of the board of directors and the member of the strategy committee, remuneration and assessment committee and Nomination Committee. During the reporting period, I carefully reviewed the materials of the special committee in accordance with the relevant provisions of the detailed rules for the implementation of the special committee of the board of directors, actively participated in the meetings of each special committee, and put forward opinions and suggestions on the topics of the meeting.
5、 Work done to protect the legitimate rights and interests of public shareholders
During the reporting period, I actively urged the company to perform its information disclosure obligations truthfully, accurately and completely in strict accordance with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules and the information disclosure system.
Continue to pay attention to the company's information disclosure, timely understand the company's disclosed information, supervise and verify the disclosure of announced information, ensure that investors timely understand the company's major issues and protect the interests of investors to the greatest extent. At the same time, I carefully studied relevant laws, regulations, rules and regulations, carefully consulted relevant documents and materials, conducted timely investigation, asked relevant departments and personnel for proposals submitted to the board of directors for deliberation, independently, objectively and impartially exercised my voting rights, and issued prior approval and independent opinions on relevant matters, thus safeguarding the legitimate rights and interests of the company and minority shareholders. 6、 Other matters
1. During the reporting period, I did not propose to convene the board of directors;
2. During the reporting period, I did not propose to dismiss the accounting firm;
3. During the reporting period, I did not independently employ external audit institutions and consulting institutions.
7、 Contact information email: [email protected]. Tel.: 13888100662
Yunnan Tourism Co.Ltd(002059) independent director: Wang Jun March 30, 2002
