Caissa Tosun Development Co.Ltd(000796)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Caissa Tosun Development Co.Ltd(000796) (hereinafter referred to as “the company”) strictly followed
Perform the duties of supervisors in accordance with the provisions of the company law, the guidelines for the governance of listed companies, the articles of association, etc
During the work, he was diligent and conscientious, actively attended the board of directors and the general meeting of shareholders, carefully considered various proposals and discussed relevant matters
To express the opinions of the board of supervisors and earnestly safeguard the interests of the company and shareholders. The work in 2021 is now summarized
The report is as follows:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held 6 meetings in addition to attending the meetings of the board of directors of the company as nonvoting delegates. meeting
The meeting was held as follows:
No. time, number of meetings, name of proposal
1. Full text and summary of 2020 Annual Report
2. Work report of the board of supervisors in 2020
3. 2020 profit distribution plan
4. Self evaluation report on internal control in 2020
5. Proposal of the 9th board of supervisors on March 30, 2021 on the proposed renewal of the company’s accounting firm in 2021
The 11th meeting 6. Special report on the annual deposit and actual use of the company’s raised funds
7. Proposal on recognizing changes in fair value of other equity instrument investments in 2020
8. Proposal on retroactive adjustment of financial data in business combinations under the same control
2. Full text and text of the first quarter report of 2021 of the ninth board of supervisors on April 27, 2021
12th meeting 2. Proposal on changes in accounting policies
1. Proposal on Caissa Tosun Development Co.Ltd(000796) share exchange, absorption and merger Utour Group Co.Ltd(002707) and raising supporting funds in line with the provisions of laws and regulations related to major asset restructuring of listed companies 2 Proposal on Caissa Tosun Development Co.Ltd(000796) share exchange, absorption and merger of the 13th meeting of the 9th board of supervisors Utour Group Co.Ltd(002707) and raising matching funds and the transaction scheme of the 13th meeting of related parties on June 28, 2021
3. Proposal on Caissa Tosun Development Co.Ltd(000796) share exchange, absorption and merger Utour Group Co.Ltd(002707) and raising supporting funds and related party transactions plan and its summary
4. Share exchange and absorption agreement between Caesar Tongsheng Development Co., Ltd. and Utour Group Co.Ltd(002707) on signing conditions and taking effect
Proposal to merge the agreement
5. Proposal on this transaction constituting major asset restructuring
6. Proposal on this transaction constituting connected transactions
7. Proposal on the compliance of this transaction with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies
8. Proposal on the compliance of this transaction with the provisions of Article 4 of the provisions on regulating the major asset restructuring of listed companies
9. Proposal that this transaction does not constitute reorganization and listing as stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies
10. Proposal on the completeness and compliance of legal procedures for the performance of this transaction and the effectiveness of legal documents submitted
11. Proposal on the company’s share price fluctuation failing to meet the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties
12. Proposal on employing securities service institutions related to this transaction
4. Full text and summary of the 1st and 2021 semi annual report of the 9th board of supervisors on August 25, 2021
14th meeting 2. Proposal on increasing the forecast of daily connected transactions in 2021
5. The third quarter report of 2021 of the ninth board of supervisors on October 22, 2021
Fifteenth meeting
6. Proposal on terminating share exchange, absorbing and merging the 16th meeting of Utour Group Co.Ltd(002707) Group Co., Ltd. and raising supporting funds and related party transactions at the 9th session of the ninth board of supervisors on December 3, 2021
2、 Opinions of the board of supervisors on matters of the company
(I) legal operation of the company
During the reporting period, the board of supervisors supervised the convening, convening and voting of the previous board of directors, and made public
The board of directors of the company legally exercises its functions and powers in accordance with the authority specified in the company law and the articles of association
Establish a sound internal control system and strictly implement the decision-making procedures.
Directors and senior managers of the company
When performing the duties of the company, the employee does not violate laws, regulations, the articles of association or damage the interests of the company
Shape. However, in 2021, there were some cases of imperfect internal control, and it was requested to do a good job in the company’s standardized governance
Manage work, safeguard the interests of listed companies and protect the interests of small and medium-sized investors.
(II) check the financial situation of the company
The financial work of the company shall strictly implement the national accounting policies, systems and regulations, and carefully follow the financial system and meeting
Carry out financial accounting timely and accurately according to accounting standards, and publicly disclose financial information according to law. Annual financial report and
The audit report and internal control audit report issued by the audit accountant truly reflect the financial status and operating results of the company.
At the same time, it is requested to continue to strengthen control in terms of financial independence and accounting to avoid violations.
(III) use of raised funds
Approved by the reply on approving HNA Caesar Tourism Group Co., Ltd. to publicly issue corporate bonds to qualified investors (zjxk [2017] No. 553) of China Securities Regulatory Commission, the company publicly issued corporate bonds with a face value of no more than 70 million yuan to qualified investors in 2017. The face value of each corporate bond is 100 yuan, which is issued at par value for a period of 5 years, with the option of adjusting the face rate and the option of investors’ resale at the end of the third year. The annual interest rate of the bond is 7.20%. The company completed the public offering of corporate bonds on June 16, 2017, and the total amount of funds raised was RMB 70 million. After deducting the underwriting, Recommendation Commission and bond trustee management fee of RMB 4.55 million, the total amount of funds actually raised was RMB 695.45 million (hereinafter referred to as “raised funds”).
In 2017, the interest generated from the deposit of the raised funds from the issuance of corporate bonds in the bank and the deduction of bank handling charges totaled 4243191 yuan, with a balance of 4243191 yuan; In 2018, the interest income was 497.07 yuan, the handling fee expenditure was 301.00 yuan, and the balance was transferred out to supplement the working capital of 3252000 yuan. As of December 31, 2018, the account balance was 1010798 yuan; In 2019, the interest income was 26.77 yuan and the handling fee expenditure was 252000 yuan. As of December 31, 2019, the account balance was 761475 yuan; In 2020, it received 63724570000 yuan of bond exchange payment, 63724596158 yuan of bond payment, 917.91 yuan of interest income and 161.41 yuan of handling fee expenditure. As of December 31, 2020, the account balance was 810967 yuan. In 2020, the company completed the resale and cashing of 5999990 bonds, and the number of remaining bonds was 1 Shenzhen Ecobeauty Co.Ltd(000010) .
As of December 31, 2021, the number of corporate bonds has not changed (1 Shenzhen Ecobeauty Co.Ltd(000010) ), the interest income is 24.79 yuan, and the account balance is 813446 yuan.
(IV) sale and acquisition of assets
In 2021, in order to further enhance its control over the upstream tourism resources of China’s tourism market and extend to the upstream of the tourism industry chain, the company’s wholly-owned subsidiary Caesar Tongsheng Travel Agency (Group) Co., Ltd. invested 200 million yuan in Tianjin Yili Jinwei Tourism Development Co., Ltd. (hereinafter referred to as “Yili Jinwei”), accounting for 19.61%; It is mainly for deep cultivation in Beijing Tianjin Hebei region. Under the normalization of the epidemic and the change of people’s living habits and travel needs, it will timely stop and lock in the future regional competition pattern.
In 2021, due to the continuous and repeated impact of covid-19 pneumonia, the recovery of tourism and scenic spot industry did not meet expectations, and the overall operating pressure was great. Based on the principle of prudence, the company recognized the fair value of Yili Jinwei equity as 100 million yuan. The difference between the book value and fair value of the investment was 100 million yuan included in other comprehensive income, reducing the owner’s equity of the company by 100 million yuan at the end of 2021.
In addition, during the reporting period, the company did not have other major transactions of acquisition and sale of assets, and no insider trading, damage to shareholders’ rights and interests or loss of company assets were found in the transactions.
(V) related party transactions
The related party transactions occurred during the reporting period of the company were approved by more than half of the non related directors of the board of directors of the company. The independent directors approved the related party transactions in advance and expressed independent opinions at the board of directors deliberating the related party transactions. The above resolutions of the board of directors and the specific conditions of the related party transactions have been announced according to law. The related party transactions of the company have fulfilled the decision-making procedures stipulated in the articles of association, and there is no infringement on the interests of the company and shareholders.
(VI) occupation of funds by controlling shareholders and other related parties
The company strictly regulates the behavior of shareholders and related parties in accordance with the company law, stock listing rules and other relevant laws and regulations. During the reporting period, the company did not occupy the funds of controlling shareholders and other related parties.
(VII) external guarantee of the company
The company clearly stipulates the basic principles of external guarantee, the review procedures of external guarantee objects, the approval and management procedures of external guarantee, information disclosure and relevant accountability mechanisms, etc. During the reporting period, the company fulfilled the corresponding approval procedures for external guarantee and actively disclosed the guarantee progress, without any violation of the provisions.
(VIII) profit distribution of the company
The proposal and review procedures of the company’s profit distribution plan comply with the provisions of relevant laws, regulations and the articles of association, fully consider the comprehensive factors such as the company’s business status, daily production and operation needs and future development capital needs, match the actual business performance of the company, are conducive to the normal operation and healthy development of the company, have legitimacy, compliance and rationality, and are in line with the interests of the company and all shareholders.
(IX) audit report
The special statement of the non-standard audit opinion on the 2021 financial report issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) truly reflects the company’s financial situation and operating results. The board of directors and the company’s management have been aware of the relevant matters involved in the non-standard opinion and actively taken relevant measures.
(x) internal control of the company by the board of supervisors
