2021 annual report of independent directors
(Zhu Ning)
Shareholders and shareholder representatives:
hello everyone!
On June 24, 2021, I submitted a written resignation report to the board of directors of the company for personal reasons and resigned from the position of independent director and special committee of the board of directors of the company. Therefore, I will no longer hold the position of independent director of the company from June 25, 2021.
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 the board of directors 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 and responsibilities in 2021 is as follows: I. number of 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. During my tenure, I personally attended once. 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 the proposals of the board of directors of the company during my term of office, and have voted in favour of all the proposals without 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 contract)
(2) prior approval of the proposal of the company's audit institution in 2021
opinion;
2. On the renewal of China Securities Tiantong Certified Public Accountants (special general contract)
(2) independent opinions on the proposal of the company's audit institution in 2021;
3. Proposal on remuneration of directors and senior managers
Independent 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 meaning of the proposal on the company's provision for asset impairment
See;
7. About the company and its holding subsidiaries using their own funds for cash
Independent opinions on the management 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.
During the reporting period, I believe that the major matters 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 matters 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、 On site investigation of the company
During my tenure in 2021, I actively performed the duties and obligations of independent directors, took the initiative to understand the tourism business, made use of my research experience in many fields such as investment, corporate finance, behavioral finance and financial law, and put forward reasonable suggestions and opinions on the formulation and implementation of the company's development strategy from a professional perspective; Make use of the time to participate in the board of directors and the company's activities to conduct on-site visits to the company, communicate with the company's management and relevant staff, deeply understand the company's management and operation status, listen to relevant special work reports, and fully understand the company's operation, financial status and future strategic development direction planning.
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 diligently and faithfully performed various duties of independent directors.
4、 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 judgment 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.
5、 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.
During my tenure in 2021, I faithfully and diligently performed my duties in strict accordance with the requirements of various laws and regulations, earnestly safeguarded the rights and interests of all shareholders, especially small and medium-sized shareholders, paid close attention to the corporate governance operation and business decision-making, and promoted the improvement of the scientific decision-making level of the company.
Thank you very much for the active and effective cooperation and support of the board of directors, management and staff of relevant departments of the company during my performance of duties. I hope the company will continue to operate steadily and standardize in 2022, and repay the majority of investors with good performance.
6、 Contact information:
Zhu Ning: [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: Zhu Ning:
Date: April 11, 2022
