Western Regions Tourism Development Co.Ltd(300859)
Report on the work of independent directors in 2021
(Xiao Jianfeng)
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, attended relevant meetings of the company, carefully considered various proposals of the board of directors and expressed independent opinions, put forward positive suggestions on the business development and operation of the company, gave full play to the independent role of independent directors, 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. Attendance at board meetings
In 2021, the board of directors of the company was changed. During my tenure as an independent director of the company, the company held a total of 7 meetings of the board of directors and 4 meetings of shareholders. I diligently performed my duties in strict accordance with the requirements of relevant laws and regulations, and actively attended the general meeting of shareholders, the board of directors and special committees held by the company. The attendance at relevant meetings is as follows:
The on-site attendance of this report is entrusted by the corresponding party to send out the absent directors
The independent directors shall attend the board of directors and the shareholders attending the board of directors
Name of the board of directors plus number of meetings
Number of meetings
Xiao Jianfeng 7 2 5 0 0 4
2. Attendance at shareholders' meetings
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 shareholder extraordinary shareholder
General Assembly
Xiao Jianfeng √√√√
2、 Independent opinions on major issues of the company
In 2021, in strict accordance with the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations and regulatory provisions, I paid special attention to major matters of the company, especially those related to the interests of minority shareholders, and issued prior approval opinions and independent opinions according to law. The details are as follows:
No. announcement time: type of independent opinions issued at the session of the meeting
On matters related to the appointment of senior managers of the company, we agree to the first independent opinion of the sixth board of directors on March 19, 2021
meeting
1. Independent opinions on the proposal of 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
see
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
Independent opinion on the statement of meeting funds
3. Information on external guarantee of the company and its holding subsidiaries
Independent opinion on the situation statement
At the 5th meeting of the 6th board of directors, the independent opinion of the board of directors on the use of some idle raised funds for cash management was agreed at the meeting on September 29, 2021
Independent opinions on the appointment of the company's 2021 financial statements and internal consent on the sixth control audit institution of the sixth board of directors on October 25, 2021
meeting
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 remuneration and assessment committee of the sixth board of directors and a member of the audit and Strategy Committee, I actively organized and participated in the work of relevant special committees, effectively played the role of special committees in corporate governance and major decisions, and earnestly performed relevant responsibilities during the reporting period.
During the reporting period, the audit committee of the sixth board of directors of the company held four meetings. I carefully reviewed the company's periodic reports, focusing on the review of the company's financial information, the internal audit work plan submitted by the company's internal audit department, and the renewal of the appointment of an accounting firm. The accounting firm exchanged and communicated on the audit plan and key matters of the financial report.
4、 On site inspection of the company
During the reporting period, the epidemic situation had a certain impact on on-site meetings and on-site inspections. I participated in the board of directors, the general meeting of shareholders and their professional committees through on-site and video conferences, kept close contact with other directors, supervisors, senior managers and relevant staff of the company through talks, telephone, video conferences and e-mail, and deeply understood the construction and implementation of the company's production and operation, business development, management and internal control systems, and the implementation of the resolutions of the board of directors Financial status and progress of major events. Pay close attention to the impact of external environment and market changes on the company, the possible impact of epidemic prevention and control 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. Supervise the company's information disclosure in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations and the information disclosure system, and make information disclosure truthfully, accurately, completely, timely and fairly.
2. Work on corporate governance structure and operation management. Maintain the independence of independent directors, strictly supervise the operation and management activities of the company, carefully participate in the research and deliberation of major matters, require the company to provide relevant materials in advance for careful examination of major matters considered and decided by the board of directors, and ask relevant departments and personnel of the company if necessary. On this basis, use their own professional knowledge to exercise their voting rights independently, objectively and prudently, It has promoted the scientific and objective decision-making of the board of directors and effectively safeguarded the legitimate rights and interests of the company and shareholders.
6、 Training and learning
Since I became an independent director, I have always paid attention to learning the latest laws, regulations and various rules and regulations, participated in relevant training, understood the latest regulatory trends, deepened my understanding and understanding of relevant laws and regulations, continuously improved my ability to perform my duties, actively promoted the improvement of corporate governance structure and protected the interests of social public shareholders.
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 use my professional knowledge and experience to provide more constructive suggestions for the development of the company in strict accordance with the provisions and requirements of relevant laws and regulations on independent directors; At the same time, strengthen the communication and cooperation with the company, promote the further improvement of the corporate governance structure, play a greater role in the scientific decision-making of the board of directors, earnestly safeguard the overall interests of the company and the interests of minority shareholders, and promote the higher quality development of the company. Independent director: Xiao Jianfeng
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
