Henan Qingshuiyuan Technology Co.Ltd(300437)
Report on the work of independent directors in 2021
Directors, shareholders and shareholder representatives:
As an independent director of Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as “the company”), During his tenure, he strictly followed the company law, the securities law, the guidelines for self-discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the rules for independent directors of listed companies and other relevant laws Regulations and normative documents, as well as the provisions and requirements of the articles of association and the working system of independent directors, performed their duties honestly, diligently and independently, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on major matters of the company, and gave full play to the role of independent directors and professional committees. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
1. Participation in the board of directors
During my term of office in 2021, with a diligent and responsible attitude, I actively participated in 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, which played a positive role in the correct decision-making of the board of directors.
In 2021, the company held 8 meetings of the board of directors. I attended the meetings of the board of directors on time, carefully considered the proposals and exercised the voting rights with a cautious attitude. I voted in favor of all the proposals of the board of directors of the company this year, and did not raise any objection, oppose or abstain, which safeguarded the overall interests of the company and the interests of minority shareholders. The specific attendance is as follows:
Independent directors shall attend the meeting on site and entrust them to attend the meeting by means of communication. Whether they are absent twice in a row? The number of times they attend the meeting and the number of times they do not attend the meeting in person
Hou Xiangyang 8 4 0 0 0 no
2. Attendance at the general meeting of shareholders
In 2021, the company held four general meetings, namely, the first extraordinary general meeting in 2021, the 2020 annual general meeting, the second extraordinary general meeting in 2021 and the third extraordinary general meeting in 2021. I attended three general meetings of the company.
2、 Giving prior approval opinions and independent opinions
Date of publication and matters approved in advance
About the 5th session of the board of directors
The proposal on the renewal of the company’s audit institution in 2021 on matters related to the sixth meeting on September 12, 2021 and the prior approval opinions
Date of publication independent opinion
The second proposal of the 5th board of directors on the share repurchase plan of the company
Independent on matters related to the 202102-07 meeting
Opinions on the proposal on carrying out asset pool business
Proposal on the company’s profit distribution plan in 2020 proposal on the company’s internal control evaluation report in 2020
Proposal on the special report on the deposit and use of the company’s raised funds in 2020
Proposal on the company’s provision of guarantee for the subsidiary’s application for credit line from the bank
Proposal on independent opinion estimation of the amount of guarantee provided by the limited company for the company’s application for credit extension to the bank on matters related to the third meeting of Jiyuan Qingyuan Water Treatment Co., Ltd., a wholly-owned subsidiary of the company, on April 25, 2021 of the Fifth Board of directors
Proposal on carrying out forward foreign exchange settlement business
Proposal on the company’s provision for credit impairment and asset impairment in 2020
Proposal on the remuneration or allowance standard of directors and senior executives of the company in 2021
Special instructions and independent opinions on the occupation of non operating funds and other related capital transactions of the company in 2020 and the external guarantee of the company
Proposal on selling part of the equity of the holding subsidiary and signing the transfer agreement on matters related to the fourth meeting of the Fifth Board of directors on June 11, 2021
separate opinion
Proposal on the deposit and utilization of the company’s raised funds in the half year of 2021 and the special report on the use of the fifth session of the board of directors
Independent opinions on matters related to the fifth meeting on August 23, 2021 on the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and other independent related parties in the first half of 2021
About Henan Qingshuiyuan Technology Co.Ltd(300437) 2021 employee stock ownership plan (Draft) of the 5th board of directors Proposal on relevant matters of the sixth meeting on September 12, 2021 independent opinion on the proposal on renewing the appointment of the company’s audit institution in 2021 proposal on using the surplus raised funds of raised investment projects to permanently supplement the working capital
Proposal on early redemption of “Qingshui convertible bonds” of the 5th board of directors
On relevant matters of the 9th meeting on November 9, 2021
separate opinion
For details of the prior approval opinions and independent opinions on the above matters, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements on.
3、 On site inspection of the company
In 2021, I took advantage of the opportunity of attending the board of directors, the general meeting of shareholders and the meetings of special committees under the board of directors, as well as other time to visit the company on site, inspect the company’s production and operation status, the construction and implementation of management and internal control systems, and the implementation of resolutions of the board of directors, and actively understand the operation of the company’s existing business; Through telephone, wechat and e-mail, he maintained communication with other directors, senior executives and relevant staff of the company, paid attention to the impact of external environment and market changes on the company, paid attention to the reports of the media and network about the company, timely learned the progress of major matters of the company, mastered the operation dynamics of the company, and faithfully performed the duties of independent directors.
4、 Performance of special committees
In order to actively promote the work of the professional committee of the board of directors and strengthen its professional functions, the board of directors of the company has a strategy committee, an audit committee, a remuneration and assessment committee and a nomination committee. I am a member of the strategy committee, the audit committee, the remuneration and assessment committee and the nomination committee respectively. In 2021, mainly perform the following responsibilities:
As a member of the strategy committee of the board of directors, combined with the development of the company’s industry and the company’s own development, he reviewed the company’s long-term development strategy and major investment decisions and put forward his own suggestions, played the supervisory role of independent directors and protected the interests of the company and its shareholders.
As a member of the audit committee of the board of directors, in strict accordance with the working system and regulatory requirements and according to the actual situation of the company, I carefully listen to the report of the management on the production and operation of the company and the progress of major events, understand, master and put forward suggestions to improve the work of the supervision and audit department, actively communicate with the audit institution on the annual report audit, and do a good job in review and supervision, Effectively perform the functions of the audit committee.
As a member of the remuneration and appraisal committee of the board of directors, I supervise the remuneration and performance appraisal of the company in strict accordance with the working system and regulatory requirements, review and make suggestions on the remuneration of directors, supervisors and senior managers of the company according to the actual situation of the company, and earnestly perform the functions of the remuneration and appraisal committee.
As a member of the nomination committee of the board of directors, he strictly performs his main functions, diligently performs his duties, and studies the election conditions, selection procedures and term of office of the candidates for the board of directors and senior managers of the company in accordance with the provisions of relevant laws, regulations and the articles of association and in combination with the actual situation of the company, Review the qualifications of candidates for board members and senior managers and put forward suggestions.
5、 Work done in protecting the rights and interests of investors
1. In 2021, I effectively performed the duties of independent directors. For each proposal to be considered by the board of directors, I first carefully reviewed the proposal materials and relevant introductions provided, and on this basis, I exercised my voting rights independently, objectively and prudently.
2. Deeply understand the improvement and implementation of the company’s production and operation, management and internal control systems, the implementation of the resolutions of the board of directors, financial management, business development and the progress of investment projects, consult relevant materials, communicate with relevant personnel, and pay attention to the operation and governance of the company.
3. Supervise and verify the performance of directors and senior executives, actively and effectively perform the duties of independent directors, promote the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguard the interests of the company and the majority of public shareholders.
4. Supervise and inspect the information disclosure of the company. Urge the company to do a good job of information disclosure in strict accordance with the relevant provisions of laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, so as to ensure the authenticity, accuracy, integrity and timeliness of the company’s information disclosure, Safeguard the legitimate rights and interests of the company and shareholders.
6、 Training and learning
In 2021, I carefully studied the laws and regulations related to the performance of duties of independent directors, especially the understanding and understanding of relevant laws and regulations related to the regulation of corporate governance and the protection of shareholders’ rights and interests of the public, continuously improved my ability to perform duties, and provided better opinions and suggestions for the company’s scientific decision-making and risk prevention, Effectively strengthened the ability to protect the legitimate rights and interests of companies and investors.
7、 Problems and suggestions of the company
In 2021, the company gave full support to the work of independent directors and fully respected the independent judgment of independent directors in major decisions. With the gradual expansion of the company’s scale and the needs of the company’s further development, the company should constantly improve the corporate governance structure and internal control system, strengthen the support for the work of the supervision and audit department, strengthen the construction of human resources, make use of the existing advantages, continuously improve the R & D and design ability, improve the comprehensive competitiveness, and standardize and reasonably use the raised funds, Enhance the overall profitability of the company and repay all shareholders of the company with better operating results.
8、 Other matters
During the term of office in 2021, I have not proposed to convene the board of directors, proposed to hire or dismiss an accounting firm, or independently hired an external audit institution and consulting agency.
In 2022, as an independent director, I will earnestly study and understand the spirit of the document “opinions on further improving the quality of listed companies” issued by the State Council, continue to pay close attention to the macro economy in the spirit of integrity and diligence, and the spirit of responsibility of all shareholders, independently, objectively and impartially perform the duties of independent directors, and give full play to my professional advantages and supervisory role, Promote the steady operation and standardized operation of the company, safeguard the legitimate rights and interests of investors, especially minority shareholders, and contribute to the high-quality development of the company.
The report is hereby submitted for your consideration.
Independent director: Hou Xiangyang
March 7, 2022
