2021 annual report of independent directors
(Sun Yun)
Shareholders and shareholder representatives:
hello everyone!
As an independent director of Utour Group Co.Ltd(002707) in 2021, I strictly complied with the company law, the securities law, the guidance on establishing an independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws, regulations and normative documents in my work, And the relevant provisions of the articles of association and the independent director system, in line with the principles of objectivity, impartiality and independence, diligently perform their rights and obligations, actively attend relevant meetings of the company, carefully consider various proposals, express independent opinions on major matters of the company, give full play to the role of independent directors, safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially the majority of minority shareholders. The report on the performance of duties in 2021 is as follows:
1、 Attendance and voting at the board of directors and shareholders' meeting
In 2021, I actively participated in the board meeting held by the company. The board of directors has fully and carefully deliberated various proposals considered by the board of directors, prudently expressed independent opinions and put forward reasonable suggestions on important matters of the company, actively promoted the scientific decision-making of the board of directors, and there is no absence for no reason.
In 2021, the company held 8 meetings of the board of directors, and I personally attended 8 meetings. I believe that the convening and convening of the board of directors and the general meeting of shareholders, the deliberation of major business decisions and other major matters comply with legal procedures, and are legal and effective. I have carefully reviewed all the proposals of the board of directors and voted in favour of them without raising any objection. There is no objection, objection or waiver.
2、 Independent opinions
During the reporting period, I fulfilled my duties, actively understood the company's situation, and jointly expressed independent opinions on relevant matters with other independent directors of the company as follows:
Date and type of disclosure of opinions on matters at the session of the board of directors
1. On the renewal of China Securities Tiantong Certified Public Accountants (special general partnership)
It is the prior approval opinion for the proposal of the company's audit institution in 2021;
2. On the renewal of China Securities Tiantong Certified Public Accountants (special general partnership)
Independent opinions on the proposal of the company's audit institution in 2021;
3. Independence of the proposal on remuneration of directors and senior managers
Opinions;
4. About the evaluation report on internal control of the company in 2020
Independent opinions of the Fourth Board of directors on the self inspection form for the implementation of internal control rules in 2020 in April 2021;
At the 38th meeting of the board of directors on September 29, 5, the independent meeting of the proposal on the company's profit distribution plan in 2020 agreed to put forward opinions;
6. Independent opinions on the proposal on the company's provision for asset impairment;
7. About the company and its holding subsidiaries using their own funds for cash management
Independent opinions on the proposal;
8. About the controlling shareholder and other related parties occupying the company's funds and
Special description and independent opinions on external guarantee;
9. Shareholders' dividends of the company in the next three years (20202022)
Independent opinions on the proposal of return planning.
The Fourth Board of directors in June 2021
On the 25th meeting, the independent opinions of the 39th meeting on the proposal on the appointment of chief financial officer agreed to the meeting
1. Caissa Tosun Development Co.Ltd(000796) share exchange, merger and consolidation
Prior approval of the Fourth Board of directors on raising supporting funds and related party transactions in June 2021
See you at the 40th meeting on the 29th; Agree to the meeting 2, Caissa Tosun Development Co.Ltd(000796) share exchange, absorption and merger of the company, and
Independent opinions on raising supporting funds and related party transactions.
In August 2021, the 4th board of directors 1. About the occupation of the company's funds and the company by the controlling shareholders and other related parties
Special explanation and independent opinions on external guarantee at the 41st meeting of the 26th meeting; Agree to the independent opinions on the change of accounting policies at the second meeting.
1. Termination of Caissa Tosun Development Co.Ltd(000796) share exchange absorption merger
In December 2021, the fourth session of the board of directors and the prior approval of matters related to the raising of supporting funds and related party transactions
Opinions of the 43rd meeting on June 6; 2. Agree to terminate Caissa Tosun Development Co.Ltd(000796) share exchange and merger
The company also raised supporting funds and independent opinions on matters related to related party transactions.
1. On the extension of the company's proposed loan from the controlling shareholder and actual controller
And related party transactions;
The 4th board of directors 2. About the company's proposed shareholders, actual controllers and shareholding of more than 5%
Prior approval opinions of the 44th proposal on shareholder loans and related party transactions at the December 2021 meeting; Agree to the third meeting on September 9. On the extension of the company's proposed loan from the controlling shareholder and actual controller
And related party transactions;
4. On the plan of the company to shareholders, actual controllers and shareholders holding more than 5%
Independent opinions on the proposal on shareholder loans and related party transactions;
5. On nominating Mr. Zhao Lei as a member of the Fourth Board of directors of the company
Independent opinions on the proposal of adding non independent directors.
The 4th board of directors 1. Proposal on signing the equity transfer agreement and selling assets
Independent opinions of the 45th session of the december2021 meeting; Agree to the independent decision of the 2nd meeting on May 25th on the proposal on Amending Some Provisions of the articles of association
opinion.
In my opinion, the major issues considered by the board of directors in 2021 have fulfilled the review procedures and timely fulfilled the obligation of information disclosure in accordance with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. The company's procedures for considering and voting on major issues are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
3、 Performance of special committees of the board of directors
I am a member of the audit committee of the Fourth Board of directors.
As a member of the audit committee, I participated in three meetings of the audit committee of the board of directors during the reporting period, understood the company's operation, financial situation and the implementation of internal control system together with other members, reviewed the financial report and listened to the reports of the financial director and accountant. Guide and supervise the implementation of internal audit by listening to the report of internal audit work plan.
4、 On site investigation of the company
In 2021, I actively performed the duties and obligations of independent directors, made use of my legal expertise, made suggestions on the company's business management and internal control, understood the possible legal risks faced by the company, and put forward reasonable suggestions and opinions on the company's legal work from a professional perspective; Review the compliance of various matters submitted to the board of directors; Make use of the time to participate in the board of directors and the company's activities to conduct on-site investigation of the company, actively discuss and communicate with the company's management and relevant staff, deeply understand the company's production and operation status, listen to relevant special work reports, and fully understand the company's operation, financial status, business operation and future development plan.
In addition, I kept close communication with the chairman, other directors and senior managers of the company through telephone and wechat, paid attention to the policy environment, changes in the tourism market and media network reports of the company, timely learned the progress of major matters of the company, mastered the operation dynamics of the company, and performed the duties of independent directors diligently and faithfully
5、 Work done in protecting the rights and interests of investors
1. Continue to pay attention to the company's information disclosure and supervise the company to improve the company's information disclosure management system in strict accordance with the requirements of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the measures for the administration of information disclosure; Supervise the company to strictly implement the relevant provisions on information disclosure and ensure the authenticity, accuracy, integrity, timeliness and fairness of the company's information disclosure.
2. As an independent director of the company, I strictly perform the duties of an independent director, actively pay attention to the operation of the company, actively obtain various materials required for making decisions, and effectively perform the duties of an independent director; Attend the board meeting of the company on time, carefully review the materials provided by the company, make independent, fair and objective judgments with their own professional knowledge, and exercise their voting rights prudently.
3. I have actively studied relevant laws, regulations and rules, deepened my understanding and understanding of relevant laws and regulations, especially those regulating the corporate governance structure and protecting the rights and interests of minority shareholders, continuously improved my ability to protect the interests of the company and investors, and deepened my ideological awareness of consciously protecting the rights and interests of minority shareholders. In addition, I usually pay great attention to the study of the latest laws, regulations and normative documents to continuously improve my ability to perform my duties.
6、 Other working conditions
1. No independent director proposed to hold a meeting of the board of directors;
2. No independent director proposes to hire or dismiss an accounting firm;
3. No independent directors proposed to hire external audit institutions or consulting institutions.
As an independent director of the company, based on the principles of objectivity, impartiality and independence, he diligently performs his rights and obligations, actively attends relevant meetings of the company, carefully deliberates various bills, expresses independent opinions on major matters of the company, gives full play to the role of independent directors, and makes efforts to promote the further standardized operation of the company and safeguard the rights and interests of all shareholders. On February 17, 2022, the company has successfully completed the change of the board of directors. I no longer serve as an independent director and member of the audit committee of the company. I sincerely thank all shareholders, directors, management and relevant staff of the company for their active cooperation and full support for my work in 2021.
7、 Contact information: Sun Yun: [email protected]. (there is no text below, which is the signature page)
(there is no text on this page, which is the signature page of Utour Group Co.Ltd(002707) 2021 annual report of independent directors) independent director: Sun Yun:
Date: April 11, 2022
