Houpu Clean Energy Co.Ltd(300471)
Report on the work of independent directors in 2021
(Wu Yue)
Board of directors, shareholders and shareholder representatives of the company:
As an independent director of Houpu Clean Energy Co.Ltd(300471) (hereinafter referred to as “the company”), I strictly abide by the company law, the Listing Rules of gem shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, several provisions on strengthening the protection of the rights and interests of public shareholders and other relevant laws and regulations and the articles of association In accordance with the provisions and requirements of rules and regulations such as the working system of independent directors, earnestly perform the duties of independent directors, give full play to the role of independent directors, and safeguard the overall interests of the company and the rights and interests of all shareholders. The report on my performance of duties as an independent director in 2021 is as follows:
1、 Participation in the meetings of the board of directors and the general meeting of shareholders
The board of directors held 10 meetings in strict accordance with the requirements of laws and regulations. I was absent from the board of directors in 2021 meetings in total
Attendance at the meeting shall be attended on site by means of communication. Number of shareholders’ general entrustment attendance and number of absences
Number of meetings
4 1 3 0 0 2
I have voted in favor of all the proposals on the board of directors, without negative vote or abstention.
2、 Opinions of independent directors
In 2021, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on the gem, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem and other laws, regulations and normative documents, as well as the articles of association, the working system of independent directors and other relevant provisions, On the basis of a detailed understanding of the company’s operation and management, he made a careful analysis and prudent judgment on the relevant major matters requiring independent opinions, and expressed independent opinions on the following matters:
1. On February 10, 2021, at the sixth meeting of the Fourth Board of directors, I expressed clear prior approval opinions and agreed independent opinions on matters related to the company’s private placement.
2. On March 24, 2021, at the 7th Meeting of the 4th board of directors, I gave clear prior approval opinions and agreed independent opinions on the establishment of joint ventures and related party transactions by wholly-owned subsidiaries.
3. On April 9, 2021, at the 8th meeting of the 4th board of directors, I gave clear prior approval opinions on the renewal of the audit institution in 2021 and the daily connected transactions expected in 2021, and on the self-evaluation report on internal control in 2020, the profit distribution plan in 2020, the renewal of the audit institution in 2021, the daily connected transactions expected in 2021, the purchase of financial products with self owned funds Nominated and supplemented the candidates for non independent directors of the Fourth Board of directors of the company and nominated the candidates for independent directors of the Fourth Board of directors of the company, and expressed clear independent opinions. At the same time, according to the regulations, the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company in 2020 were checked, and clear special instructions and independent opinions were issued.
3、 Work done in protecting the legitimate rights and interests of public shareholders
1. Supervise and inspect the management system and implementation of the company’s information disclosure affairs. Urge the company to do a good job of information disclosure in strict accordance with laws and regulations such as Shenzhen Stock Exchange GEM Listing Rules, self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and the company’s information disclosure management system, so as to ensure the authenticity, accuracy, integrity and timeliness of the company’s information disclosure in 2021, and safeguard the legitimate rights and interests of the company and shareholders.
2. Supervise and inspect the company’s governance structure and operation management. I actively pay attention to the production and operation status and financial status of the company, timely understand the possible business risks of the company, carefully consult relevant documents and materials for the proposals submitted to the board of directors for deliberation, conduct timely investigation, make independent, fair and objective conclusions on the basis of full understanding, use my professional knowledge, and exercise my voting rights prudently.
3. During my tenure, as the chairman of the remuneration and assessment committee of the board of directors, the member of the audit committee of the board of directors and the chairman of the nomination committee of the board of directors, I actively performed my corresponding duties as a member in 2021, gave full play to my legal professional advantages, standardized the operation of the company and improved internal control. Actively communicate with the company’s annual audit certified public accountants and the company’s financial personnel, and faithfully perform their duties.
4、 On site inspection of the company
In 2021, I took advantage of the opportunity of attending the board of directors and other time to conduct on-site inspection on the company, deeply understand the production and operation and financial status of the company, actively communicate with other directors, supervisors and senior executives of the company by telephone and e-mail, always pay attention to the impact of external environment and market changes on the company, and pay attention to the relevant reports of the media and Internet on the company, Timely understand and master the progress of major events of the company, and actively put forward suggestions on the operation and management of the company.
5、 Training and learning
Since I became an independent director, I have always focused on learning the latest laws, regulations and various rules and regulations, actively participated in various forms of training organized by the CSRC, the exchange, the local securities regulatory bureau and the local association of listed companies, deepened my understanding and understanding of relevant laws and regulations, especially laws and regulations related to standardizing the corporate governance structure and protecting the interests of shareholders of the public, and continuously improved my ability to perform my duties, Improve the ideological awareness of consciously protecting the rights and interests of shareholders of the public. Provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, promote the company’s further standardized operation, and effectively strengthen the ability to protect the legitimate rights and interests of the company and investors.
6、 Other matters
1. There is no proposal to convene the board of directors.
2. There is no proposal to hire or dismiss an accounting firm.
3. There was no independent engagement of external audit institutions and consulting institutions.
4. Through self-examination, during the performance of duties, I still meet the requirements of independence and am not affected by the controlling shareholder, actual controller and other units or individuals with interests in the company. The statements and commitments have not changed during the performance of duties.
In 2021, I would like to pay tribute and sincerely thank the board of directors, the management team and relevant personnel of the company for their active and effective cooperation and support in the performance of their duties.
The report is hereby submitted for your consideration.
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(there is no text on this page, which is the signature page of Houpu Clean Energy Co.Ltd(300471) 2021 annual report on the work of independent directors)
Wu Yue
March 23, 2022
