Report on the work of independent directors in 2021
(Li Gang)
Shareholders and shareholder representatives:
I am the sixth director of Western Regions Tourism Development Co.Ltd(300859) (hereinafter referred to as "the company")
The independent directors of the board of directors in 2021 were in strict accordance with the company law of the people's Republic of China and the company law of the people's Republic of China
Securities Law of the people's Republic of China, Shenzhen Stock Exchange GEM Listing Rules, independent listing of listed companies
The rules of directors and other laws, regulations and normative documents, as well as the articles of association and the working system of independent directors, earnestly perform their duties, actively give full play to the independent and professional role of independent directors, and safeguard the company
Overall interests and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. Now I will perform my duties during the reporting period
The report on the duties of the legislative director is as follows:
1、 Attendance at meetings
1. Board of directors
In 2021, the board of directors held 8 board meetings (including 7 meetings since I was elected a director)
Times), I attended the meeting 7 times through on-site or communication, without being absent or not in person for two consecutive times
The meeting. In a diligent and conscientious manner, I recognized the proposals submitted to the board of directors
Seriously consider, actively participate in the discussion and put forward reasonable suggestions and opinions, and do it according to their own professional ability and experience
An independent vote. All proposals did not harm the interests of all shareholders, especially minority shareholders. book
All the participants voted for all the proposals considered by the board of directors during the reporting period, and there was no objection or waiver.
Independent, whether the absent directors entrusted by the corresponding party are continuously present or not during the on-site attendance in this reporting period, the directors should attend the board meeting of directors and the board meeting of directors in the second form, the number of meetings without the name of the board meeting in the second meeting of the board of directors, the number of meetings is from the number of meetings of the board of directors
Li Gang 7 5 2 0 0 0 No 4
2. General meeting of shareholders
During the reporting period, the company held a total of 5 shareholders' meetings (including 4 since I was elected a director). I attended as a nonvoting delegate and carefully reviewed the proposals to be submitted to the general meeting of shareholders for deliberation in advance.
2、 Prior approval and independent opinions on major issues of the company
During the reporting period, I issued the independent director's prior approval and independent opinion on the relevant proposals considered by the board of directors of the company
The opinions are as follows:
No. meeting time meeting session matters opinions
On March 19, 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 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
Description of meeting funds
3. Information on external guarantee of the company and its holding subsidiaries
Situation description
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
Prior approval and independent opinions of the sixth session of the sixth board of directors on the appointment of the company's 2021 annual financial statements and internal consent 5 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
The board of directors of the company has set up four special committees: audit, nomination, remuneration and assessment and strategy. As the convener of the audit committee of the sixth board of directors and a member of the nomination committee, I performed my duties diligently. In 2021, I attended four meetings of the audit committee and two meetings of the nomination committee in strict accordance with the provisions of the company's independent director working system and other relevant systems, Actively perform the duties of the members of the special committees, review the major issues of the company, and put forward the opinions of the 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.
4、 On site inspection of the company
During the reporting period, I conducted on-site investigation and Research on the company by attending the board of directors, shareholders' meeting and other ways to understand the construction and implementation of the company's production and operation, internal control and other systems, and the decisions of the board of directors
Keep close contact with other directors, senior managers and relevant staff of the company through communication and interview, pay close attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media and network 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 fairness of the company's information disclosure.
2. As an independent director of the company, I perform the duties of an independent director in accordance with the company law of the people's Republic of China, the Western Regions Tourism Development Co.Ltd(300859) articles of association, the Western Regions Tourism Development Co.Ltd(300859) independent director working system and other relevant laws, regulations and normative documents. Actively paid attention to the operation of the company, actively obtained various materials required for making decisions, and effectively performed the duties of independent directors; Attend and attend the meetings of the board of directors and the general meeting of shareholders on time, carefully review the materials provided by the company, ask relevant departments and personnel of the company when necessary, make independent, fair and objective judgments with their own professional knowledge, exercise their voting rights prudently, and safeguard the legitimate rights and interests of investors, especially small and medium-sized 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, deepened my understanding and understanding of relevant laws and regulations such as standardizing the corporate governance structure and protecting the interests of public shareholders, actively participated in relevant training organized by Xinjiang securities regulatory bureau, and more comprehensively understood various systems of listed company management, Provide better opinions and suggestions for the company's scientific decision-making and risk prevention, and promote the company's further standardized operation.
7、 Other matters
1. In 2021, no independent directors proposed to convene the board of directors;
2. In 2021, no independent director proposed to hire or dismiss an accounting firm;
3. In 2021, there was no independent employment of external audit institutions and consulting institutions;
4. There is no request to the board of directors to convene an extraordinary general meeting of shareholders.
In 2022, I will continue to be diligent and responsible, in strict accordance with the provisions of relevant laws and regulations, make use of my professional knowledge and experience to provide reference opinions for the scientific decision-making of the company's board of directors, objectively, fairly and independently perform the duties of independent directors, provide more and more constructive opinions and suggestions for the development of the company, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Independent director: Li Gang
April 26, 2022
Signature of independent director:
April 26, 2022
