Caissa Tosun Development Co.Ltd(000796)
Report on the work of independent directors in 2021
As an independent director of the 9th board of directors of Caissa Tosun Development Co.Ltd(000796) (hereinafter referred to as “the company”), we have performed our duties and performed our duties diligently in accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of public shareholders and other laws and regulations, as well as the articles of association and detailed rules for the work of independent directors, Give full play to the supervisory role of independent directors in the standardized operation of the company, safeguard the overall interests of the company and the interests of all shareholders, especially small and medium-sized shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
There are four independent directors, accounting for more than one-third of all members of the board of directors of the company. Independent directors are professionals in accounting, law and finance, with rich professional knowledge, industry or enterprise management experience, and their independence and part-time work meet relevant regulatory requirements. The resumes and employment of independent directors have been disclosed. 2、 Attendance of independent directors
1. General meeting of shareholders
In 2021, we attended the general meeting of shareholders three times. We believe that the three general meetings of shareholders held by the company in 2021 are in line with legal procedures, legal and effective, witnessed by lawyers and issued legal opinions.
2. Board meetings
During the reporting period, the company held 7 meetings of the board of directors, and the details of attending the board of directors are shown in the table below:
Independent directors should attend in person and entrust to attend in person this year. Reasons for absence and name of the board of directors (Times) (Times) (Times) other explanations
Wu Banghai-
Cheng Zheng 7 7 0 0-
7 Hu 0-
Bi Xiuli 7 0 0-
During the reporting period, based on the principle of diligence, we objectively and seriously considered the major proposals put forward by the company, carefully reviewed the relevant materials of the meeting, actively participated in the discussion of various proposals, paid attention to the legitimate rights and interests of shareholders, especially small and medium-sized shareholders, considered all proposals of the board of directors, and exercised the voting right with a cautious attitude. We attended the board of directors and shareholders’ meeting on time, paid close attention to the company’s operation and management, carefully analyzed the company’s various operations, financial reports and major events, and expressed independent opinions on the company’s daily and major related party transactions, changes of directors, supervisors and senior personnel, absorption and merger Utour Group Co.Ltd(002707) projects, major equity investment and transfer, which played a positive role in the formation of fair, scientific and reasonable decision-making, Effectively performed the duties of independent directors. 3. Objections raised by independent directors to relevant matters of the company
During the reporting period, we did not raise any objection to the relevant matters of the company.
3、 Independent opinions issued in 2021
During the reporting period, the independent directors expressed their opinions on some contents of the board meeting proposal submitted by the company: (I) at the 31st meeting of the ninth board of directors on March 30, 2021, the independent directors made comments on the company’s profit distribution plan in 2020, the self-evaluation report on internal control in 2020, the renewal of the company’s accounting firm in 2021, the annual deposit and actual use of raised funds He expressed independent opinions on the prediction of daily related party transactions in 2021, the confirmation of changes in the fair value of other equity instrument investments in 2020, external guarantees in 2020, the occupation of funds by controlling shareholders and related parties in 2020, and the retroactive adjustment of financial data in business combinations under the same control in 2020.
（2） At the 33rd meeting of the ninth board of directors on June 28, 2021, the independent directors reviewed and expressed independent opinions on matters related to the company’s share exchange, absorption and merger Utour Group Co.Ltd(002707) and the raising of supporting funds and related party transactions.
（3） At the 34th meeting of the 9th board of directors on July 26, 2021, the independent directors expressed independent opinions on the nomination of Mr. Ning Zhiqun and Mr. Xue Qiang as candidates for the 9th board of directors and the appointment of Mr. Xue Qiang and Mr. Qin Yi as senior managers.
（4） At the 35th meeting of the ninth board of directors on August 25, 2021, the independent directors carefully checked the company’s expected increase in daily connected transactions in 2021, the occupation of funds by the company’s controlling shareholders and other connected parties in the half year of 2021, external guarantees and other matters, reviewed them in advance, and expressed independent opinions.
（5） At the 37th meeting of the ninth board of directors on December 3, 2021, the independent directors conducted a pre audit on the company’s termination of share exchange, absorption and merger Utour Group Co.Ltd(002707) and the raising of supporting funds and related party transactions, and expressed independent opinions.
4、 Performance of other duties
1. On site investigation: during the reporting period, we took advantage of the opportunities such as the convening of the board of directors and the general meeting of shareholders to conduct on-site investigation on the headquarters of the company, Caesar Tongsheng Travel Agency (Group) Co., Ltd. and Yishi Holding Co., Ltd., timely understand the specific situation of the company’s major issues, study and put forward suggestions on the company’s long-term development strategy and major decisions. At the same time, we supervise and verify the internal and external audits of the company, inspect and evaluate the system construction and implementation of the company’s internal control, and inspect the implementation of the resolutions of the board of directors and the general meeting of shareholders. In 2021, our investigation days in listed companies exceeded 10 days. The work contents include attending the meetings of the board of directors, the meetings of special committees of the board of directors, the general meeting of shareholders, the demonstration of new projects, etc.
2. In terms of deliberation and decision-making on major matters: during the reporting period, we fully discussed and communicated in advance on major matters such as the company’s share exchange, merger Utour Group Co.Ltd(002707) and raising supporting funds and related party transactions, acquisition and sale of assets, based on the relevant materials submitted by the company, made independent judgment with our own professional knowledge and work experience, put forward relevant opinions and suggestions, and diligently performed the duties of independent directors.
3. Work done in 2021 annual audit
Three of our independent directors are members of the company’s audit committee. During the audit of the 2021 annual report, together with the new independent directors of the company, the audit committee successively organized meetings. The independent directors carefully listened to the company’s management’s report on the company’s production, operation, financial status and other major matters in 2021, as well as the accountant’s audit plan and relevant work arrangements for the annual report.
At the same time, it paid close attention to the audit work arrangement and audit progress of the annual report in 2021, maintained communication with the annual audit accountant, actively coordinated and solved the problems found in the audit process with the annual audit accountant, actively handed over to the new independent directors, and effectively supervised the audit of the company’s 2021 financial report and the preparation and disclosure of the annual report.
4. Training: in 2021, we carefully studied the relevant regulations, normative documents and other relevant documents newly issued by the China Securities Regulatory Commission, the securities regulatory bureau and the Shenzhen Stock Exchange, actively participated in the relevant training of laws and regulations such as the company law, the securities law and the new accounting standards, continuously strengthened our understanding and understanding of the corporate governance structure and the protection of the legitimate rights and interests of public investors, and improved our ability to perform our duties, Provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and effectively safeguard the company’s interests and the legitimate rights and interests of shareholders. 5、 Other work
In 2021, as an independent director of the company:
1. No proposal to convene the board of directors;
2. There are no independent external audit institutions and consulting institutions;
3. Failing to publicly solicit voting rights from shareholders before the general meeting of shareholders;
4. Did not propose to the board of directors to convene an extraordinary general meeting of shareholders.
In 2021, we fully fulfilled the obligations of independent directors, gave full play to the role of independent directors, and better safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders. In 2022, we will continue to take a highly responsible attitude towards the interests of the company and shareholders, be diligent and conscientious, make full use of our professional knowledge and work experience, provide more reasonable suggestions for the development of the company, and do our part to continuously improve the level of corporate governance.
Finally, we hope that the company will operate more steadily and standardized, strengthen the supervision and improvement of the internal control system, better establish a self-discipline, standardized and honest corporate image, and repay shareholders with better performance. We sincerely thank the board of directors, management and relevant staff for their support and cooperation in 2021.
Independent directors: Wu Banghai, Cheng Zheng, Hu Meng, Bi Xiuli April 29, 2021
