2021 annual report of independent directors
(April 11, 2022)
As an independent director of the 10th board of directors of Tianjin real estate development (Group) Co., Ltd. (hereinafter referred to as "the company"), in 2021, we faithfully performed the duties of independent directors in strict accordance with the provisions of the company law, the securities law, the stock listing rules, the articles of association, the independent director system and other relevant laws and regulations, and exercised the rights of independent directors carefully, seriously and diligently Based on the principle of objectivity and impartiality, timely understand the project progress of the company, pay comprehensive attention to the development of the company, and play the due role of independent directors; Fulfill their duties and duties diligently, safeguard the overall interests of the company and the interests of all shareholders, especially small and medium-sized shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
(I) personal work experience, professional background and part-time work
Bi Xiaofang: female, 43 years old, doctor of accounting, Professor, doctoral supervisor, now independent director of the company; Professor and doctoral supervisor, School of accounting, Tianjin University of Finance and economics Tianjin Zhonghuan Semiconductor Co.Ltd(002129) independent directors Tianjin Motor Dies Co.Ltd(002510) independent directors.
Li Wenqiang: male, 43 years old, doctor of management, now independent director of the company; Director of Alumni Affairs and development office, Department of management and economics, Tianjin University. Former director of EMBA education center of management and Economics Department of Tianjin University; Independent director of Harbin Qiulin Group Co., Ltd.
Li Xiaolong: male, 53 years old, doctoral degree, doctorate in civil and commercial law, associate professor. The current independent director of the company; Associate professor and master supervisor of civil and commercial law teaching and Research Department of Law School of Tianjin University of Finance and economics. Vice president of Commercial Law Research Association of Tianjin law society, director of Bank Of China Limited(601988) Law Research Association, vice chairman of trust law professional committee, and director of Insurance Law Research Association of China law society. Xi'an Tianyuan Credit Suisse Communication Technology Co., Ltd. (unlisted) independent director, Zhejiang Reclaim Construction Group Co.Ltd(002586) independent director.
Li Qing: female, 54 years old, postgraduate, practicing lawyer, partner of Tianjin TEDA law firm, supervisor of the 8th Tianjin Lawyers Association and first-class lawyer Independent director. Part time government legal adviser to Tianjin municipal government and Tianjin Economic and Technological Development Zone Management Committee. China
Arbitrator of international economic and Trade Arbitration Commission (Tianjin International Economic and Financial Arbitration Center), Tianjin Arbitration Commission
Arbitrator, arbitrator of Shanghai International Economic and Trade Arbitration Commission (Shanghai International Arbitration Center), Qingdao arbitration
Arbitrator of the Arbitration Commission, arbitrator of Qinhuangdao Arbitration Commission and arbitrator of Baotou Arbitration Commission. Former company
independent director; Supervisor and chairman of the 7th board of supervisors of Tianjin Lawyers Association.
Shi Yunqing: male, 55 years old, postgraduate, certified public accountant, auditor, tax agent, asset appraisal
The appraiser is currently the chairman of Tianjin Huaxia Jinxin Assets Appraisal Co., Ltd. Former independent director of the company; Wuzhou pine
Deputy chief accountant of Delian certified public accountants.
(II) description of independence
As an independent director of the company, we do not hold any position in the company other than an independent director
He has not held any position among the major shareholders of the company and has not been punished by the CSRC and other relevant departments
Punishment and the punishment of the stock exchange, neither we nor our immediate family members directly or indirectly hold the shares of the listed company
More than 1% of the issuing shareholders or the top 10 shareholders of the listed company do not affect their independence.
2、 Annual performance of independent directors
(I) attendance at previous meetings and voting
Participation in the board of directors and the general meeting of shareholders
The independent directors shall attend the shareholders' meeting in person and entrust the absent directors to attend the shareholders' meeting in the form of communication. Number of meetings attended the shareholders' meeting
frequency
Bi Xiaofang 10 1 9 0 04 3
Li Wenqiang 10 1 9 0 04 1
Li Xiaolong 8 1 7 0 0 4 0
Li Qing 8 0 7 1 0 4 0
Shi Yunqing 2 0 2 0 0 4 0
During the reporting period, we seriously participated in the board of directors and shareholders' meetings of the company and faithfully performed the duties of independent director
We believe that the convening of the board of directors, professional committees and general meeting of shareholders of the company comply with legal procedures, and relevant procedures have been performed for major business decisions. We have reviewed various proposals of the board of directors of the company
After careful and careful deliberation, it is considered that these proposals have not harmed the interests of all shareholders, especially minority shareholders
All proposals have been voted for without objection or abstention.
(II) the company's cooperation with independent directors
During the reporting period, we carried out daily operation, financial status, internal control operation and information disclosure of the company
Carefully and carefully understand the situation and the implementation of the resolutions of the board of directors and the general meeting of shareholders, listen to the reports of the relevant departments of the company, communicate with the senior managers of the company, fully understand the operation of the company, actively use their own professional knowledge to put forward professional suggestions and opinions, and promote the scientificity and objectivity of the decision-making of the board of directors. At the same time, we also pay close attention to the relevant reports of the media and the Internet on the company, and always pay attention to the impact of the external environment and market changes on the company. Before convening the board of directors and relevant meetings, the company carefully organized and prepared the meeting materials and delivered them timely and accurately, so as to provide convenient conditions and strong support for our work.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
1. Daily related party transactions
There are no new daily related party transactions this year.
2. Other related party transactions
On April 28, 2021, the company held the 10th meeting of the 10th board of directors, deliberated and approved the proposal on borrowing from related parties and related party transactions. The company applied for a loan of RMB 100 million from Tianjin state owned assets credit promotion Co., Ltd., a wholly-owned subsidiary of Tianjin investment capital, with a loan term of 24 months and an annual interest rate of 7.8%. We have carefully reviewed the relevant materials of the proposal on borrowing from related parties and related party transactions provided by the board of directors, and believe that the company applies for a loan of RMB 100 million from the related party Tianjin state owned assets credit promotion Co., Ltd. in order to meet the daily business development of the company, alleviate the periodic capital pressure of the company and prevent capital risks, there is no behavior damaging the interests of the listed company and all shareholders, especially small and medium-sized shareholders.
On June 29, 2021, the company held the 11th interim meeting of the 10th board of directors, which deliberated and approved the proposal on borrowing from related parties and related party transactions. The company applied for a loan of RMB 100 million from related parties, with a loan term of one year and an annual interest rate of 9.51%. After carefully reviewing the relevant meeting materials, we believe that the company's application for a loan of RMB 100 million from related parties is to meet the company's daily business development, alleviate capital pressure and prevent capital risks; The loan interest rate shall not be higher than the average financing cost of Tianjin Realty Development (Group) Co.Ltd(600322) the real estate enterprises of the same scale and type, the interest rate level shall be priced fairly and reasonably, and there shall be no behavior damaging the interests of the listed company and all shareholders, especially the minority shareholders.
On December 13, 2021, the company held the 15th interim meeting of the 10th board of directors, deliberated and approved the proposal on related party transaction of equity transfer and debt restructuring of the holding subsidiary. The company plans to transfer 17.61% equity of the holding subsidiary Tianjin Geely Building Co., Ltd. to the capital invested by the controlling shareholder of the company at the price of 2105234 million yuan, Both parties agree to pay the equity consideration by offsetting the creditor's rights of Tianjin Realty Development (Group) Co.Ltd(600322) 2105234 million yuan held by Tianjin investment, and no cash will be paid to Tianjin Realty Development (Group) Co.Ltd(600322) again. After the completion of this transaction, the company still holds 57.39% equity of Geely building, which is still the holding subsidiary of the company. We have carefully reviewed the relevant materials of the proposal on related party transactions related to the transfer of equity and debt restructuring of holding subsidiaries provided by the board of directors, and believe that the related party transactions involved in the proposal on related party transactions related to the transfer of equity and debt restructuring of holding subsidiaries comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, and meet the requirements of the company's development strategy, The pricing method of related party transactions conforms to the principle of fairness and rationality, and there is no situation that damages the interests of the company or shareholders, especially the interests of minority shareholders.
(II) external guarantee and fund occupation
1. The company has no non operating capital transactions with the controlling shareholders; The transactions with other related parties are business transactions, which comply with the provisions of the related party transaction agreement disclosed by the company.
2. The company did not provide guarantee for controlling shareholders and other related parties.
3. The guarantee provided by the company for its holding subsidiaries and house purchase customers, the decision-making procedures comply with the provisions of the articles of association, and there are no violations of laws and regulations.
(III) use of raised funds
In 2021, the company has no use of equity financing raised funds; There is no use of funds raised by bonds. (IV) nomination and remuneration of senior managers
The remuneration and assessment committee of the board of directors shall assess the performance of senior managers according to the assessment procedures, determine the remuneration standard of senior managers of the company according to the assessment results, and pay them on time.
The nomination committee of the board of Directors believes that the qualifications, nomination methods and appointment procedures of senior managers employed by the company are legal, and the experience and knowledge of the employed are competent for the corresponding work.
(V) performance forecast and performance express
On January 30, 2021, the company announced the announcement of 2020 annual performance pre loss of Tianjin real estate development (Group) Co., Ltd. The board of directors, the chairman of the board of directors, the person in charge of the audit committee, the general manager, the person in charge of Finance and the Secretary of the board of directors explained the performance forecast.
During the reporting period, the company did not disclose the performance express.
(VI) appointment or change of accounting firm
In providing financial and internal control audit services for the company, Zhongxi Certified Public Accountants (special general partnership) was able to follow the independent, objective and fair practice standards, be diligent and dutiful, and express independent audit opinions objectively and fairly. During the audit of the financial statements, the Institute and its staff were not found to have any misconduct, nor were the company and its staff trying to influence their independent audit.
(VII) cash dividends and other investor returns
During the reporting period, in accordance with the profit distribution policy in the articles of association and the notice on further implementation of matters related to cash dividends of listed companies and other documents issued by the CSRC, we reviewed the company's profit distribution plan for 2020 and believed that the company's profit distribution plan for 2020 was formulated according to the actual situation of the company, reasonable and effective, and in line with the profit distribution policy stipulated in the articles of association.
(VIII) performance of commitments of the company and shareholders
At the time of the company's initial public offering of shares, the controlling shareholder Tianjin real estate development and operation group Co., Ltd. (now renamed Tianjin Real Estate Group Co., Ltd.) issued the letter of commitment to give up competition and conflict of interest, which specifies that the performance period is long-term and effective until the group company is no longer the controlling shareholder of the company. As of the end of the reporting period, the controlling shareholder of the listed company has been changed to Tianjin state owned capital investment and Operation Co., Ltd., and the commitment is no longer applicable to Tianfang group. During the reporting period, the actual controller, shareholders, related parties, acquirers and the company did not exceed the performance period and failed to fulfill their commitments. This year, the commitment has been effectively fulfilled, and there is no harm to the interests of investors, especially small and medium-sized investments.
(IX) implementation of information disclosure
In 2021, the company's information disclosure strictly followed the principle of "openness, fairness and impartiality", and the relevant information disclosure personnel of the company were able to do a good job of information disclosure in accordance with the requirements of laws and regulations. We have supervised the information disclosure of the company in 2021 and believe that the information disclosure of the company complies with the relevant provisions of the articles of association and the information disclosure management system, and has performed the necessary examination and approval and submission procedures, which can truly, accurately, completely and timely disclose the relevant information of the company, and no false records, misleading statements or major omissions are found. The company can strictly fulfill the obligation of information disclosure and protect the legitimate rights and interests of the company and its shareholders, creditors and other stakeholders.
(x) implementation of internal control
In 2021, the company did not find any major and key internal control implementation defects, and the internal control work operated normally, orderly and efficiently. The company's existing internal control system is complete, reasonable and effective, which can meet the requirements of the company's current management and the needs of the company's development, and can be effectively implemented; Ensure the implementation of relevant national laws and regulations, internal rules and regulations of the unit and the healthy operation of various business activities of the company; Be able to ensure the authenticity, accuracy and integrity of the company's financial report and relevant accounting information; It can ensure the realization of the company's operation and management objectives. Be able to truthfully, accurately, completely and timely submit and disclose information in accordance with the content and format requirements of information disclosure specified in laws, regulations and the articles of Association; It can ensure that all investors are treated openly, fairly and fairly, and effectively protect the interests of the company and all investors. Zhongxi Certified Public Accountants (special general partnership) has issued a standard unqualified internal control audit report for the company and believes that: Tianjin Realty Development (Group) Co.Ltd(600322) on December 31, 2021
