Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692)
2021 annual report of independent directors
Shareholders and shareholder representatives:
I, Jiang Yulin, as an independent director of the third board of directors of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) (hereinafter referred to as "the company"), In 2021, in strict accordance with the company law, Shenzhen Stock Exchange GEM Listing Rules, rules for independent directors of listed companies, guidelines for the performance of duties of independent directors of listed companies, other relevant laws and regulations, articles of association, appointment and discussion system of independent directors and other relevant provisions and requirements of the company, I was honest, diligent and Independently perform their duties, actively attend relevant meetings, carefully consider various proposals of the board of directors, express independent opinions on major matters of the company, give full play to the role of independent directors, safeguard the legitimate rights and interests of the company and public shareholders, and promote the standardized operation of the company. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
In 2021, with a diligent and responsible attitude, I actively participated in the general meeting of shareholders and the board of directors held by the company, carefully reviewed the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions, exercised the voting right with a cautious attitude, and played a positive role in the correct decision-making of the board of directors.
In 2021, the company held 8 board meetings and 3 shareholders' meetings. My attendance at the meeting is as follows:
The number of times the meeting should be attended the number of times the attendance is entrusted the number of times the attendance is absent whether the meeting is not attended in person for two consecutive times
Board of directors 8 0 0 0 no
General meeting of shareholders 3 2 0 1 no
Note: if you fail to attend the general meeting of shareholders in person, you have gone through the corresponding leave procedures.
In 2021, the convening of the board of directors and the general meeting of shareholders of the company met the legal requirements, and the relevant examination and approval procedures were performed for major matters. I carefully considered various proposals on the board of directors and believed that these proposals did not harm the interests of all shareholders, especially small and medium-sized shareholders. Therefore, I voted in favour, no dissenting vote or abstention.
2、 Independent opinions
In 2021, I scrupulously performed my duties, understood the operation of the company in detail, and jointly expressed independent opinions on relevant matters with other independent directors of the company, as follows:
On March 3, 2021, at the 39th meeting of the second board of directors of the company, I made comments on the profit distribution plan for 2020, the annual deposit and use of the company's raised funds, the self-evaluation report on internal control in 2020, the reappointment of the company's audit institution in 2021, the general election of the company's board of directors and the nomination of candidates for directors of the third board of directors The remuneration and allowances of the directors of the third board of directors of the company, the acceptance of loans and related party transactions by major shareholders by the company and its subsidiaries, the prediction of daily related party transactions in 2021, the occupation of funds by controlling shareholders and other related parties, and external guarantees expressed agreed independent opinions.
On April 12, 2021, at the first meeting of the third board of directors of the company, I expressed my independent opinions on the appointment of senior managers of the company and the remuneration of senior managers of the company during the third board of directors.
On June 15, 2021, at the third meeting of the third board of directors of the company, I made a special report on the use of the previously raised funds, the company's compliance with the conditions for issuing convertible corporate bonds to unspecified objects, the company's plan for issuing convertible corporate bonds to unspecified objects, the company's plan for issuing convertible corporate bonds to unspecified objects The demonstration and analysis report of the company issuing convertible corporate bonds to unspecified objects, the feasibility analysis report of the company issuing convertible corporate bonds to unspecified objects to raise funds, the impact of diluting the immediate return of the company issuing convertible corporate bonds to unspecified objects on the company's main financial indicators, filling measures and commitments of relevant subjects The company issued the rules of the meeting of convertible corporate bonds holders to unspecified objects, the company's shareholder return plan for the next three years (20212023), and submitted to the general meeting of shareholders to authorize the board of directors or the person authorized by the board of directors to handle the matters related to the issuance of convertible corporate bonds to unspecified objects.
On July 29, 2021, at the fourth meeting of the third board of directors of the company, I expressed my independent opinions on the plan for issuing convertible corporate bonds to unspecified objects (Revised Draft) and the revision of the rules of the meeting of convertible corporate bondholders.
On August 19, 2021, at the fifth meeting of the third board of directors of the company, I gave my independent opinions on the deposit and use of the raised funds in the half year of 2021, the change of accounting policies, the occupation of funds by controlling shareholders and other related parties, and the external guarantee of the company.
On October 13, 2021, at the sixth meeting of the third board of directors of the company, I expressed my independent opinions on the projects undertaken by the company and its subsidiaries and related party transactions.
On October 25, 2021, at the seventh meeting of the third board of directors of the company, I gave an independent opinion on the special report on the use of the previously raised funds.
3、 On site investigation of the company
In 2021, I made many on-site visits to the company, focusing on the company's production and operation status, management, internal control and other system construction and implementation, and the implementation of the resolutions of the board of directors; And keep close contact with other directors, senior managers and relevant staff of the company, always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the company by the media and network, timely learn the progress of major matters of the company and master the operation dynamics of the company.
4、 Performance of duties in the company's 2021 audit
According to the relevant regulations and requirements of the company's independent director appointment and discussion system, I went to the company to conduct field research, carefully listened to the report of the company's management on major matters such as the business situation in 2021 and the financial situation of the company in 2021 by the person in charge of Finance, and fully communicated with the company's audit certified public accountant in 2021, Listened to the CPA's introduction of the preliminary review opinions, fully communicated with the CPA and the company's management on relevant issues, and faithfully performed 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, urge the company to strictly comply with the relevant provisions of laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 - standardized operation of GEM listed companies and the company's information disclosure management system, so as to ensure the authenticity, accuracy and accuracy of the company's information disclosure Complete, timely and fair.
2. Perform the duties of independent directors in accordance with the requirements of laws and regulations such as the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM; At the same time, I adhere to the principles of prudence, diligence and honesty, actively study relevant laws, regulations and rules, strengthen professional learning, improve professional level, strengthen communication with the company's management, protect the legitimate rights and interests of investors and promote the stable development of the company. 6、 Work of the special committee of the board of directors
As a member of the audit committee of the second session of the board of directors and the convener of the audit committee of the third session of the board of directors, I preside over the daily work of the audit committee in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the articles of association, the working rules of the audit committee of the board of directors and other relevant provisions, Urge the company's internal audit department to audit regular reports and other major matters, and suggest the company to improve the internal control system in time. Carefully reviewed the company's financial and operating conditions, focusing on the use of the company's raised funds. Evaluate the audit services provided by Rongcheng Certified Public Accountants (special general partnership) to the company in 2021, and provide suggestions for the board of directors to hire an accounting firm.
As the convener of the remuneration and assessment committee of the second board of directors and the member of the remuneration and assessment committee of the third board of directors of the company, I actively perform my duties in strict accordance with the self regulatory guidelines for listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the articles of association, the working rules of the remuneration and assessment committee of the board of directors and other relevant provisions. During the reporting period, the remuneration and allowances of directors of the third board of directors and the remuneration of senior managers of the company during the third board of directors were reviewed and discussed, the work performance of directors and senior managers of the company was evaluated and assessed, the remuneration of directors and senior managers was reviewed, and the duties of independent directors were effectively performed. As a member of the nomination committee of the second board of directors of the company, in accordance with the provisions of relevant systems such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the articles of association and the working rules of the nomination committee of the board of directors, During the reporting period, the general election of the board of directors of the company and the nomination of candidates for non independent directors and independent directors of the third board of directors, the election of the chairman of the company, the appointment of senior managers of the company, securities affairs representatives and the head of the audit department were deliberated item by item, and the responsibilities and obligations of the members of the nomination committee were effectively fulfilled.
7、 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, deepened my understanding and understanding of relevant regulations, especially those related to standardizing the corporate governance structure and protecting the interests of public shareholders, actively participated in the relevant training organized by the company in various ways, and continuously improved my ability to perform my duties, It provides better opinions and suggestions for the company's scientific decision-making and risk prevention, and effectively strengthens the ability to protect the legitimate rights and interests of the company and investors.
8、 Other work
1. There is no proposal to convene the board of directors;
2. There is no independent engagement of external audit institutions and consulting institutions;
3. No independent director proposed to hire or dismiss an accounting firm.
The above is the report on my performance of duties in 2021.
Independent director: Jiang Yulin March 2, 2022
