Western Regions Tourism Development Co.Ltd(300859)
Report on the work of independent directors in 2021
(Wen Xiaojun)
Shareholders and shareholder representatives:
As an independent director of the 6th board of directors of Western Regions Tourism Development Co.Ltd(300859) (hereinafter referred to as "the company"), I worked in 2021 in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of gem shares of Shenzhen stock exchange, the rules of independent directors of listed companies and other laws, regulations and normative documents, as well as the articles of association and the working system of independent directors, Conscientiously performed their duties, actively attended relevant meetings, carefully considered various proposals of the board of directors, issued independent opinions on major matters of the company, and effectively safeguarded the interests of the company and shareholders, especially the public shareholders. I hereby report on my performance of duties in 2021 as follows:
1、 Attendance at the board of directors and shareholders' meeting
1. Attend the board of directors
In 2021, I personally attended seven meetings of the board of directors during my term of office through on-site or communication. During my term of office, I was not absent or did not attend the meetings in person for two consecutive times. With a diligent and responsible attitude, I carefully considered various proposals submitted to the board of directors, actively participated in the discussion and put forward reasonable suggestions and opinions, and made independent voting opinions according to my professional ability and experience. All proposals did not harm the interests of all shareholders, especially minority shareholders. I voted for all proposals considered by the board of directors during the reporting period, and there was no objection or waiver.
During the reporting period, whether the absent directors entrusted by the corresponding party are continuously present or not. Independent directors should participate in the board meeting of the board of directors in the form of directors. The number of meetings without the name of the board of directors is from the number of meetings of the board of directors
Wen Xiaojun 7 1 6 0 0 No 4
2. Attend the general meeting of shareholders
During the reporting period, the company held a total of 5 shareholders' meetings. I should attend the meeting 4 times. Due to the epidemic and other reasons, I actually attended the meeting 4 times through on-site and video.
2021 first 20202021 second 2021 third 2021 fourth extraordinary general meeting extraordinary general meeting extraordinary general meeting extraordinary general meeting
Wen Xiaojun √√√√
2、 Independent opinions on major issues of the company
During the reporting period, I expressed the opinions of independent directors on the relevant proposals considered by the board of directors of the company as follows:
No. announcement time: type of independent opinions issued at the session of the meeting
On March 2, 2021, the sixth board of directors agreed to the independent opinions of the meeting on matters related to the appointment of senior managers of the company for the first time
1. Independent opinions on the special report on the deposit and actual use of raised funds in 2020;
2. About the occupation of the company by controlling shareholders and other related parties
Special description of capital and external guarantee of the company
2. The second independent opinion of the sixth board of directors on April 26, 2021
Meeting 3. Report on self-evaluation of internal control in 2020
Independent opinion of
4. Independent opinions on 2020 profit distribution plan
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5. Independent opinions on changes in accounting policies of the company
1. Independent opinions on the special report on the deposit and actual use of raised funds in the half year of 2021
3. The fourth meeting of the sixth board of directors on August 27, 2021 2. About the occupation of the company by controlling shareholders and other related parties
Description of meeting funds
3. Information on external guarantee of the company and its holding subsidiaries
Situation description
Independent opinions on the management of the 5th meeting of the 6th board of directors on the use of some idle raised funds for cash approval 4 202109.29
The sixth session of the sixth board of directors gave independent opinions on the appointment of the company's 2021 annual financial statements and internal control audit institutions at the meeting on October 25, 2021
6. December 8, 2021: the 7th independent opinion approval meeting of the 6th board of directors on the issue of funds for protecting the scenery and enriching the people
3、 Performance of each special committee of the board of directors
As the chairman of the nomination committee of the 6th board of directors and a member of the remuneration and assessment committee, I actively organized and participated in the work of relevant special committees during the reporting period to give effective play to the work of various special committees
The role of the board of directors in corporate governance and major decisions.
During the reporting period, the nomination committee of the sixth board of directors held two meetings to consider the proposal on the nomination of senior executives, actively performed the duties of members of special committees in strict accordance with the provisions of the company's working system for independent directors and other relevant systems, deliberated on major matters of the company, and put forward opinions of special committees to the board of directors, so as to promote the standardization of the company's operation and improve the company's internal control. Performance of the remuneration and assessment committee of the board of directors.
4、 On site inspection of the company
During the reporting period, I conducted on-site investigation and Research on the company by participating in the board of directors, general meeting of shareholders and other ways to understand the construction and implementation of the company's production and operation, internal control and other systems, and the implementation of the resolutions of the board of directors. I maintained close contact with other directors, senior managers and relevant staff of the company by means of communication and interview, and paid close attention to the impact of external environment and market changes on the company, Pay attention to the relevant reports of the media and the Internet on the company, timely learn the progress of major matters of the company, and earnestly perform the duties of independent directors.
5、 Work done in protecting the rights and interests of investors
1. Continue to pay attention to the company's information disclosure, and urge the company to strictly comply with the securities law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws and regulations, as well as the relevant provisions of Western Regions Tourism Development Co.Ltd(300859) information disclosure management system, so as to ensure the authenticity, accuracy, timeliness, integrity and impartiality of the company's information disclosure.
2. As an independent director of the company, he carefully reviewed the materials provided by the company. If in doubt, he took the initiative to ask relevant personnel, understand the specific situation, obtain the information needed to express professional opinions in the decision-making of the board of directors, and use professional knowledge to make objective and impartial independent opinions.
3. During the reporting period, I can exercise the rights conferred by the majority of shareholders carefully, seriously and diligently, safeguard the overall interests of the company, perform my duties independently, and will not be affected by the major shareholders, actual controllers or other units or individuals with interests in the company, and protect the legitimate rights and interests of medium and small shareholders. 6、 Training and learning
In 2021, I carefully studied various normative documents and relevant systems newly revised by China Securities Regulatory Commission and Shenzhen Stock Exchange, actively participated in relevant training organized by Xinjiang securities regulatory bureau, deepened my understanding and understanding of relevant laws and regulations such as standardizing the corporate governance structure and protecting the shareholders' rights and interests of the public, continuously improved my ability to perform my duties, and provided better opinions and suggestions for the company's business decisions, Effectively strengthen the ability to protect the interests of the company and investors, and form the ideological awareness of consciously protecting the interests of shareholders of the public.
7、 Performance of duties and effective exercise of functions and powers
In 2021, the company can ensure that independent directors enjoy the same right to know as other directors, provide the working conditions necessary for independent directors to perform their duties, actively cooperate with independent directors in the exercise of their duties, and there is no interference in the exercise of their functions and powers.
8、 Other matters
1. During the reporting period, there was no proposal to convene the board of directors;
2. During the reporting period, there was no proposed employment or dismissal of accounting firms;
3. During the reporting period, there was no independent engagement of external audit institutions and consulting institutions.
In 2022, I will continue to be diligent and conscientious, in strict accordance with the provisions of relevant laws and regulations, in the spirit of good faith and diligence and the attitude of being responsible for the company and all shareholders, further understand the operation and management of the company, give full play to my professional advantages, provide reference opinions for the scientific decision-making of the company's board of directors, perform the duties of independent directors objectively, fairly and independently, and improve the scientificity of the decision-making of the board of directors, In order to protect the legitimate rights and interests of investors and promote the steady operation and standardized operation of the company, it plays its due role.
Independent director: Wen Xiaojun
April 26, 2022
There is no text on this page, which is the signature page of Western Regions Tourism Development Co.Ltd(300859) 2021 annual report on the work of independent directors (signature of independent directors):
April 26, 2022
