Tianjin Tianbao Infrastructure Co.Ltd(000965)
2021 annual report of independent directors
As an independent director of Tianjin Tianbao Infrastructure Co.Ltd(000965) , in strict accordance with the provisions and requirements of relevant laws, regulations, rules and regulations, and with the attitude of diligence and diligence, I actively attended the meetings held by the company, carefully considered various proposals and expressed independent opinions on relevant matters. Supervise and verify the information disclosure of the company, actively and effectively perform the duties of independent directors, and safeguard the legitimate rights and interests of the company and minority shareholders.
1、 Attendance and voting at the board of directors and shareholders’ meeting
During my term of office in 2021, I actively participated in the meetings of the board of directors and the general meeting of shareholders of the company, understood the situation of the company in detail, carefully reviewed the proposals and relevant materials of each meeting, carefully expressed opinions and suggestions, and personally attended the board of directors 19 times; Entrusted to attend 0 times in the year; Attend the shareholders’ meeting 6 times in person. If there is no objection to the proposals and other matters of the board of directors, they have voted in favour of all proposals.
2、 Independent opinions
1. On March 4, 2021, the 8th meeting of the 8th board of directors issued prior approval opinions and independent opinions on the company’s guarantee for loans of wholly-owned subsidiaries and related party transactions.
2. On March 22, 2021, the ninth meeting of the eighth board of directors made a decision on the profit distribution in 2020; 2020 internal control evaluation report; Estimated daily related party transactions in 2021; Funds occupied by the controlling shareholders and other affiliated companies; The audit institution for the year of reappointment issued an independent opinion. Among the above matters, the independent directors also issued prior approval opinions on the expected daily related party transactions in 2021 and the renewal of the annual audit institution, and issued special opinions on the matters where the actual situation of the company’s daily related party transactions in 2020 is different from the expected situation.
3. On April 23, 2021, the 10th meeting of the 8th board of directors expressed independent opinions on the retroactive adjustment of financial data of business merger under the same control.
4. On July 8, 2021, the 12th meeting of the 8th board of directors issued prior approval opinions and independent opinions on the related party transactions of the supplementary agreement on accounts receivable factoring signed between the company and Tianjin Tianbao commercial factoring Co., Ltd.
5. On July 26, 2021, the 13th meeting of the 8th board of directors issued independent opinions on the year-end bonus payment scheme in 2020.
6. On August 16, 2021, the 15th meeting of the 8th board of directors issued prior approval opinions and independent opinions on the related party transactions of sale and leaseback business between the company and its wholly-owned subsidiary and Tianjin Tianbao Leasing Co., Ltd; Issued prior approval opinions and independent opinions on related party transactions in which the company provides guarantee for loans of wholly-owned subsidiaries. 7. On August 24, 2021, the 16th meeting of the 8th board of directors issued independent opinions on the occupation of the company’s funds by the company’s controlling shareholders and other related parties and the company’s external guarantee.
8. On September 24, 2021, the 17th meeting of the 8th board of directors expressed independent opinions on the candidates nominated by the company for non independent directors.
9. On October 11, 2021, the 18th meeting of the 8th board of directors issued prior approval opinions and independent opinions on the related party transactions of the sale and leaseback business between the company and its wholly-owned subsidiary and Tianjin Tianbao Leasing Co., Ltd.
10. On December 14, 2021, the 23rd Meeting of the 8th board of directors issued prior approval opinions and independent opinions on the related party transactions in which the controlling shareholder of the company provided loans to the company.
11. On December 30, 2021, the 25th meeting of the eighth board of directors expressed independent opinions on the resignation and appointment of senior managers of the company.
3、 Work in the special committee of the board of directors
I served as the chairman of the nomination committee of the eighth board of directors, the member of the strategy committee and the member of the budget management committee.
1. As the chairman of the nomination committee, he earnestly performs his duties in strict accordance with the implementation rules of the nomination committee of the board of directors of the company. During the reporting period, review and recommend candidates for non independent directors and deputy general managers of the company.
2. As a member of the strategy committee, make full use of professional knowledge and practical experience to provide guidance for the strategic development of the company and provide constructive suggestions for the development and standardized operation of the company. During the reporting period, it reviewed the company’s “14th five year plan” strategic plan.
3. As a member of the budget management committee, he earnestly performs his duties in strict accordance with the implementation rules of the budget management committee of the board of directors of the company. During the reporting period, the company actively paid attention to the development of the company’s budget work, reviewed the company’s 2020 budget implementation summary and the preparation of the comprehensive budget plan for 2021; In terms of budget adjustment, it reviewed the budget adjustment related to the land bidding deposit of plot 2021-3 of Jinbin Baohang, the capital increase of Tianbao real estate, the entrusted loan of Tianbao Chuangyuan M & A, the after-sale leaseback financial leasing business with Tianbao leasing, the after-sale leaseback business between the company and its subsidiaries and Xinyuan leasing, and the purchase of trust products issued by Norinco International Cooperation Ltd(000065) Trust Co., Ltd.
4、 On site investigation in the company
During my term of office in 2021, I made full use of the opportunity to attend the on-site meeting to listen to the introduction of the company’s management on production and operation, financial status and major investment, timely learn the progress of major matters of the company and master the business status of the company. In addition to attending the board of directors of the company, I timely understand the operation of the company, focus on the relevant policy trends and annual audit plans of the real estate and construction industry, and use professional knowledge to provide constructive opinions for the company’s strategic planning, business development and standardized operation, and maintain timely communication with the management. At the same time, supervise and inspect the operation of the company, the construction of internal control and the implementation of the resolutions of the board of directors.
5、 Other work done in protecting the rights and interests of investors
During my term of office in 2021, I actively paid attention to the company’s information disclosure and supervised the company to truly, timely and completely perform its information disclosure obligations in strict accordance with the Shenzhen Stock Exchange’s stock listing rules, Shenzhen Stock Exchange’s guidelines for the standardized operation of listed companies and other laws and regulations and the company’s information disclosure management measures; Have an in-depth understanding of the company’s production and operation, management and internal control construction and implementation, financial management, related party transactions, business development and the progress of investment projects. Actively and effectively perform the duties of independent directors and safeguard the legitimate rights and interests of the company and minority shareholders. 6、 Training and learning
During my term of office in 2021, I paid attention to the study of the latest laws, regulations and various rules and regulations, and deepened my understanding and understanding of the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant regulations, as well as the rights, obligations and responsibilities of independent directors. In addition, I have a more comprehensive understanding of the management systems of listed companies by participating in the relevant training organized by the company. During the reporting period, he participated in the online training with the theme of “corporate governance” under the guidance of Tianjin Securities Regulatory Bureau and Tianjin Association of listed companies. By continuously improving his ability to perform his duties, he provided better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promoted the company’s further standardized operation.
7、 Other matters
1. There is no proposal to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There is no independent engagement of external audit institutions and consulting institutions.
During the term of office in 2021, the convening and holding of the board of directors and the general meeting of shareholders of the company comply with legal procedures, and relevant approval procedures have been performed for major business decisions and other major matters. The company has given strong support to the work of independent directors, actively provided convenience for their performance of duties, fully guaranteed the independent directors’ right to know, and there is no situation that hinders the independence of independent directors. I would like to express my heartfelt thanks to the board of directors and management of the company for their active and effective cooperation and support in performing their duties during my term of office! In the new year, I will continue to shoulder the important responsibility and role as an independent director of the company. In the spirit of being responsible for the company and all shareholders, I will perform the duties and obligations of independent directors independently, objectively and fairly, help the company operate more steadily and standardized, better establish the image of a self-discipline, standardized and honest listed company, and promote the sustainable, stable and healthy development of the company.
Independent director: Yan Jianwei April 14, 2002
Tianjin Tianbao Infrastructure Co.Ltd(000965)
2021 annual report of independent directors
As an independent director of Tianjin Tianbao Infrastructure Co.Ltd(000965) , in strict accordance with the provisions and requirements of relevant laws, regulations, rules and regulations, and with the attitude of diligence and diligence, I actively attended the meetings held by the company, carefully considered various proposals and expressed independent opinions on relevant matters. Supervise and verify the information disclosure of the company, actively and effectively perform the duties of independent directors, and safeguard the legitimate rights and interests of the company and minority shareholders.
1、 Attendance and voting at the board of directors and shareholders’ meeting
During my term of office in 2021, I actively participated in the meetings of the board of directors and the general meeting of shareholders of the company, understood the situation of the company in detail, carefully reviewed the proposals and relevant materials of each meeting, carefully expressed opinions and suggestions, and personally attended the board of directors 19 times; Entrusted to attend 0 times in the year; Attend the shareholders’ meeting 6 times in person. If there is no objection to the proposals and other matters of the board of directors, they have voted in favour of all proposals.
2、 Independent opinions
1. On March 4, 2021, the 8th meeting of the 8th board of directors issued prior approval opinions and independent opinions on the company’s guarantee for loans of wholly-owned subsidiaries and related party transactions.
2. On March 22, 2021, the ninth meeting of the eighth board of directors made a decision on the profit distribution in 2020; 2020 internal control evaluation report; Estimated daily related party transactions in 2021; Funds occupied by the controlling shareholders and other affiliated companies; The audit institution for the year of reappointment issued an independent opinion. Among the above matters, the independent directors also issued prior approval opinions on the expected daily related party transactions in 2021 and the renewal of the annual audit institution, and issued special opinions on the matters where the actual situation of the company’s daily related party transactions in 2020 is different from the expected situation.
3. On April 23, 2021, the 10th meeting of the 8th board of directors expressed independent opinions on the retroactive adjustment of financial data of business merger under the same control.
4. On July 8, 2021, the 12th meeting of the 8th board of directors issued prior approval opinions and independent opinions on the related party transactions of the supplementary agreement on accounts receivable factoring signed between the company and Tianjin Tianbao commercial factoring Co., Ltd.
5. On July 26, 2021, the 13th meeting of the 8th board of directors issued independent opinions on the year-end bonus payment scheme in 2020.
6. On August 16, 2021, the 15th meeting of the 8th board of directors issued prior approval opinions and independent opinions on the related party transactions of sale and leaseback business between the company and its wholly-owned subsidiary and Tianjin Tianbao Leasing Co., Ltd; Issued prior approval opinions and independent opinions on related party transactions in which the company provides guarantee for loans of wholly-owned subsidiaries. 7. On August 24, 2021, the 16th meeting of the 8th board of directors issued independent opinions on the occupation of the company’s funds by the company’s controlling shareholders and other related parties and the company’s external guarantee.
8. On September 24, 2021, the 17th meeting of the 8th board of directors expressed independent opinions on the candidates nominated by the company for non independent directors.
9. On October 11, 2021, the 18th meeting of the 8th board of directors issued prior approval opinions and independent opinions on the related party transactions of the sale and leaseback business between the company and its wholly-owned subsidiary and Tianjin Tianbao Leasing Co., Ltd.
10. On December 14, 2021, the 23rd Meeting of the 8th board of directors issued prior approval opinions and independent opinions on the related party transactions in which the controlling shareholder of the company provided loans to the company.
11. On December 30, 2021, the 25th meeting of the eighth board of directors expressed independent opinions on the resignation and appointment of senior managers of the company.
3、 Work in the special committee of the board of directors
I served as the chairman of the remuneration and assessment committee, the nomination committee and the audit committee of the eighth board of directors of the company.
1. As the chairman of the remuneration and appraisal committee, he earnestly performs his duties in strict accordance with the detailed rules for the implementation of the remuneration and appraisal committee of the board of directors of the company. Based on the principle of the unity of responsibility, right and effect, put forward opinions and suggestions on the company’s salary and assessment policies according to the actual situation of the company. During the reporting period, review the business performance assessment measures of the deputy general manager of the company; Review the company’s 2020 year-end bonus distribution plan.
2. As a member of the nomination committee, he earnestly performs his duties in strict accordance with the implementation rules of the nomination committee of the board of directors of the company. During the reporting period, review and recommend candidates for non independent directors and deputy general managers of the company.
3. As a member of the audit committee, he earnestly performs his duties in strict accordance with the implementation rules of the audit committee of the board of directors of the company. During the reporting period, review the financial statements of 2020, communicate the audit arrangements with the annual audit accountant, and ensure the full, timely and standardized disclosure of the annual report. Pay attention to the development of the company’s internal audit work, review the revision of the internal audit manual, listen to the company’s 2021 internal audit work plan and give review opinions, and review the investigation report of the renewed annual audit institution. Pay attention to the development of the company’s internal control construction and listen to the company’s internal control evaluation work plan in 2021; Review the supervision report on rectification of internal control defects in 2020; Review the audit report on the implementation of major events and capital transactions in the first half of 2021.
4、 On site investigation in the company
During my term of office in 2021, I made full use of the opportunity to attend the on-site meeting to listen to the introduction of the company’s management on production and operation, financial status and major investment, timely learn the progress of major matters of the company and master the business status of the company. In addition to attending the company’s board of directors, actively pay attention to the company’s dynamics, communicate with the company’s management, understand the company’s operation, jointly discuss the company’s development objectives, and
