China Suntien Green Energy Corporation Limited(600956)
Report on the work of independent directors in 2021
In accordance with the company law, the rules for independent directors of listed companies, the articles of association of China Suntien Green Energy Corporation Limited(600956) Corporation (hereinafter referred to as “the articles of association”), and the working system of China Suntien Green Energy Corporation Limited(600956) independent directors and other relevant provisions and requirements, as an independent director of China Suntien Green Energy Corporation Limited(600956) (hereinafter referred to as ” China Suntien Green Energy Corporation Limited(600956) ” or “the company”), I. The basic information of independent directors in 2021 is as follows:
(I) basic personal information of independent directors
1. Mr. Guo Yingjun, 48, is now an associate professor and master supervisor of the school of electrical engineering of Hebei University of science and technology, and the head of Hebei Engineering Laboratory for wind power / photovoltaic coupling hydrogen production and comprehensive utilization. Mr. Guo worked in the Mechatronics Engineering Technology Center of Hebei University Of Science and Technology from July 1996 to August 2001, studied for a master’s degree in control theory and control engineering of Beijing Institute of Technology from September 2001 to March 2004, worked in the school of electrical engineering of Hebei University Of Science and Technology from April 2004 till now, and was a visiting scholar in Manchester University of England from August 13, 2011 to September 12th.
2. Mr. Yin Yanqiang, 63 years old, is now the vice chairman and CEO of Haifu International Financial Holding Group Co., Ltd. he has obtained a master’s degree in Business Administration from the Chinese University of Hong Kong and the University of Wales, a senior member of the Institute of Chartered Accountants, a senior member of the Hong Kong Institute of certified public accountants, and a senior member of the Institute of Chartered Accountants in England and Wales. At present, Mr. Yin also serves as the executive director of Zhuoyue Holding Co., Ltd. (H-share code 00653). Mr. Yin used to be the managing director and chief financial officer of Ruian Real Estate Co., Ltd., the general manager and group chief financial officer of Bank of East Asia Co., Ltd. and the CEO of first Pacific Bank. In addition, Mr. Yin has also served as part-time member of the central policy group of Hong Kong, chairman of the Investment Committee of the tourism compensation fund, “member of the Advisory Committee of CFO Asia”, member of the Management Committee of the tourism compensation fund, member of the Audit Committee (Inland Revenue Department), member of the small and medium-sized enterprise Committee, member of the Audit Standards Committee of the Hong Kong Institute of certified public accountants, member of the accounting standards advisory panel of the Hong Kong Institute of certified public accountants Member of the tax Subcommittee of the Hong Kong Institute of Taxation and co elected member of the tax Liaison Committee.
3. Dr. Lin Tao, aged 51, is now a professor in the Department of Internet of things engineering, School of artificial intelligence and data science, Hebei University of technology, and a master supervisor of computer science and technology, control theory and control engineering. He has obtained a doctorate in control theory and control engineering from Hebei University of technology. Dr. Lin has worked in the College of artificial intelligence and data science of Hebei University of technology since July 1993. During this period, he studied for a master’s degree in Tianjin University from September 1996 to October 1999, studied for a doctor’s degree in Hebei University of technology from April 2003 to April 2007, and completed postdoctoral scientific research in the mobile station of Hebei University of technology from September 2010 to August 2013.
(II) description of independence
As China Suntien Green Energy Corporation Limited(600956) independent directors, we do not hold any position in the company other than independent directors, nor do we hold any position in the company’s major shareholder units, and we strictly abide by the independent directors of companies listed on Shanghai Stock Exchange
According to the relevant requirements of the guidelines for filing and training, there are no more than five independent directors of listed companies, and there are no matters or circumstances that affect our independence as independent directors of the company.
2、 Annual performance of independent directors
(I) attendance
During the reporting period, the company held 11 meetings of the board of directors, 5 meetings of the general meeting of shareholders, 8 meetings of the audit committee, 3 meetings of the remuneration and assessment committee and 1 meeting of the strategy and Investment Committee. The specific attendance of independent directors is as follows:
Number of attendance in person, number of entrusted attendance and number of absences in the reporting period
Number of independent board meetings attended by shareholders
Special Committee of the board of directors special committee of the board of directors special committee of the board of directors special committee of the board of directors special committee number of meetings member member meeting
Guo Yingjun 11 00 03
Yin Yanqiang 11 0 0 0 0
Lin Tao 11 3 11 3 0 0 0 0
(II) resolutions and voting results
During the reporting period, we faithfully performed the duties of independent directors. We believe that the convening and convening of the company’s board of directors and general meeting of shareholders comply with legal procedures, and relevant deliberation procedures have been performed for major matters. We have carefully considered various proposals of the board of directors of the company, and believe that these proposals have not harmed the interests of all shareholders, especially small and medium-sized shareholders. We voted in favour of all proposals.
(III) expression of independent opinions
During the reporting period, in accordance with the relevant provisions of the working system of independent directors, we expressed independent opinions on the following matters:
No. meeting date, session and independent opinion content
March 5, 2021
1. The 21st interim meeting of the Fourth Board of directors 1 Agree to the matters related to the company’s non-public offering
meeting
1. Agree to the proposal of the company’s 2020 profit distribution plan
2. Agree to appoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution of the company’s financial report and internal control in 2021 March 19, 2021 3 Approve the proposal on the report on the use of the company’s previously raised funds
2. The 8th meeting of the 4th board of directors 4 Agree to the proposal on the prediction of the company’s daily connected transactions in 2021
5. Agree to purchase liability insurance for directors, supervisors and senior managers of the company
6. Agree to the proposal on Amending the articles of association of the company
April 27, 2021 1 1 Agree to the proposal that the company provide 140 million yuan guarantee for the 22nd interim company of the 4th board of directors of Hebei xintianguohua Gas Co., Ltd. 3 according to the share ratio
meeting
August 20, 2021 1 1 We agree to the proposal on the 24th interim proposal of the 4th board of directors on the tenure system and contractual management of the company’s management
meeting
1. Agree to the proposal that the company increase the registered capital of RMB 40749 million to Caofeidian Xintian LNG Co., Ltd. according to the share ratio
2. Agree to the proposal on the deposit and actual use of the raised funds in the half year of 2021 on August 25, 2021
The 10th meeting of the 4th board of directors 3 Agree to the proposal on cashing in the 2020 salary of the company’s managers
4. Agree to the proposal on honoring the achievement award of the strategic objectives of the company’s managers in the 13th five year plan
September 27, 2021 1 1 We agree to the proposal that Hebei Natural Gas Co., Ltd. apply to the bank for the opening of standby letter of credit and provide joint and several liability guarantee for the 25th temporary natural gas Trading Co., Ltd. of the Fourth Board of directors of Xingang international 6
October 28, 2021 1 1 Agree to the proposal on the renewal of the house leasing framework agreement between the company and the 26th interim Secretary of the 4th board of directors of Hebei Construction Investment Group Co., Ltd
Meeting 2 Agree to the proposal on renewing the financial service framework agreement between the company and Hebei Construction Investment Group Finance Co., Ltd
December 8, 2021 1 1 Agree to the proposal on cashing the 27th temporary bid security deposit of the Fourth Board of directors of the company’s operation and management’s strategic item 8 of the 13th five year plan
meeting
(IV) cooperation of the company
During the reporting period, the company actively cooperated with our work and provided necessary conditions for us to perform the duties of independent directors.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
During the reporting period, the related party transactions of the company have been approved by us in advance. The relevant transactions meet the needs of the company’s business development and are concluded in accordance with the general commercial terms, which is in line with the overall interests of the company and all shareholders. There is no situation that damages the interests of the company and other shareholders, especially the minority shareholders.
(II) external guarantee and fund occupation
During the reporting period, we carefully verified the external guarantee and capital occupation of the company. We believe that the guarantee items are determined through reasonable prediction on the basis of the company’s production, operation and investment capital demand, which is in line with the company’s actual operation and overall development strategy, and the guarantee risk is within the company’s controllable range. There are circumstances that do not comply with the provisions of the company’s articles of association, special guarantee procedures and relevant laws and regulations, and damage the interests of minority shareholders.
(III) use of raised funds
During the reporting period, we carefully reviewed the deposit and use of the company’s raised funds and expressed independent opinions. We believe that the company has timely, truly, accurately and completely disclosed the relevant information of the raised funds, and there are no false records, misleading statements or major omissions. The deposit and use of the raised funds of the company in 2021 comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies and the measures for the administration of the raised funds of listed companies of Shanghai Stock Exchange. There is no illegal use of the raised funds, no disguised change in the investment direction of the raised funds and damage to the legitimate rights and interests of shareholders, especially the interests of minority shareholders.
(IV) remuneration of senior managers
During the reporting period, the company fulfilled the 2020 annual salary of senior managers, as well as the achievement award and mortgage of the 13th five year plan strategic objectives of the company’s managers.
We have reviewed and expressed independent opinions on the above-mentioned salary matters. The deliberation procedures of this matter comply with the provisions of relevant laws and regulations and relevant systems of the company, the company’s standards for salary management assessment, and the actual situation of the company. It is conducive to standardizing the construction of the company’s salary system, the sustainable and stable development of the company, and there is no damage to the rights and interests of the company and minority shareholders.
(V) performance forecast and performance express
In 2021, the company issued the announcement of pre increase of performance for the half year of 2021. We carefully judged whether to disclose the performance forecast and confirmed the accuracy of relevant financial data. We believe that it basically reflects the actual operation and financial situation of the company in the current period and can protect the legitimate rights and interests of investors.
(VI) appointment or replacement of accounting firms
During the reporting period, the company appointed Ernst & Young Huaming Certified Public Accountants (special general partnership) as the auditor of the company’s 2021 financial report and internal control. It is mainly based on its qualification in securities service business, its experience and ability to provide audit services for listed companies, its ability to meet the work needs of the company’s financial report and internal control audit, and in order to maintain the continuity of the company’s audit work. We believe that the deliberation and voting procedures of the above related matters comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
(VII) cash dividends and other investor returns
During the reporting period, the company distributed a cash dividend of 1.36 per 10 shares to all shareholders based on the total number of 3849910396 shares issued
