Shanghai Environment Group Co.Ltd(601200) 2021 annual work report of independent directors
As an independent director of Shanghai Environment Group Co.Ltd(601200) (hereinafter referred to as “the company”), we faithfully perform the obligation of diligence of independent directors, exercise our powers independently and responsibly, and pay attention to the development of the company in strict accordance with the provisions and requirements of the company law, the Securities Law, the rules for independent directors of listed companies, the articles of association, the working system of independent directors and other relevant laws, regulations and systems, Actively attended the board of directors and relevant meetings held by the company in 2021, carefully considered various proposals, participated in major business decisions and expressed opinions on major matters independently and objectively, gave full play to the independent role of independent directors and effectively safeguarded the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders.
The main work in 2021 is reported as follows:
1、 Basic information of independent directors
The second board of directors of the company has three independent directors, namely Mr. Zhang Chen, Mr. Wang Weisong and Mr. Wang Xuejiang. The specific personal information is as follows:
Zhang Chen, male, Han nationality, born in May 1964, bachelor degree, professor level senior engineer. He began working in July 1985 and joined the Communist Party of China in August 1991. He has successively served as the engineer of the drainage room of Shanghai Municipal Engineering Design Institute, the deputy director and director of the third water supply and drainage room, the deputy chief engineer of the Institute and the director of the technical quality department, and has been the chief engineer of Shanghai Municipal Engineering Design and Research Institute (Group) Co., Ltd. since 2001.
Wang Weisong, male, Han nationality, born in November 1959, Bachelor of engineering, master of engineering, doctor of management and associate professor of Tongji University. He began working in July 1982 and joined the Communist Party of China in June 1992. He has successively served as the vice president of the school of accounting of Shanghai University of Finance and economics, and is now an associate professor of the school of accounting of Shanghai University of Finance and economics.
Wang Xuejiang, male, Han nationality, born in December 1974, is a doctoral student, professor and doctoral supervisor. From June 2003 to December 2005, he successively engaged in post doctoral research at Tongji University and Ecole Central de Lyon, France. Since 2006, he has taught at the school of environmental science and engineering of Tongji University. From August 2013 to April 2014, he engaged in senior visiting scholar research at Columbia branch of the University of Missouri. At present, he is also an adjunct professor of Jinggangshan University, senior researcher of China Australia Joint Research Center for soil and food safety, and senior researcher of Tongji Berkeley (USA) environmental remediation technology research center.
As an independent director of the company, we have not held any position in the company other than an independent director, nor have we held any position in the company’s shareholder unit, and there is no situation affecting our independence.
2、 Annual performance of independent directors
1. Participation in the board of directors and shareholders’ meeting
In 2021, the company convened 11 meetings of the board of directors and 1 general meeting of shareholders. The meetings met the legal procedures, and the relevant procedures were performed for major business decisions and other major matters. We have independently stated our position on all proposals, and we have not found any violation of procedures or laws and regulations on all proposals of the board of directors and other matters submitted for voting by the company. Attendance at the meeting is as follows:
Independent directors should attend in person this year. Number of times of absence entrusted by means of communication number of times of board meeting number of times of attendance
Zhang Chen 11 11 100 0
Wang Weisong 11 11 100 0
Wang Xuejiang 11 11 100 0
The number of times that independent directors should attend the shareholders’ meeting in person and entrust to attend the shareholders’ meeting without attending the meeting
Zhang Chen 1 1 0 0
Wang Weisong 1 0 0 0
Wang Xuejiang 1 1 0 0
2. The company’s cooperation with independent directors
The chairman, President, Secretary of the board of directors, chief financial officer and other senior managers of the company have maintained regular communication with the independent directors, so that the independent directors can timely understand the dynamics of the company; Before convening the board of directors and related meetings, the company carefully organized and prepared meeting materials and delivered them timely and accurately, which provided convenient conditions for the work of independent directors and actively and effectively cooperated with the work of independent directors. 3. Consideration of decision-making matters
In the process of performing our duties, we took a diligent and responsible attitude, gave full play to our professional expertise, focused on the consideration of the company’s periodic reports, related party transactions, internal control and other matters, and checked the company’s major matters from multiple perspectives. Before the meetings of the board of directors and various professional committees, we conducted objective and prudent thinking on the proposals submitted for deliberation, and inquired with the company when necessary, so that the company can actively cooperate and respond in a timely manner. During the meeting, we were able to fully discuss the matters under consideration with other directors, put forward reasonable suggestions to the company with our accumulated professional knowledge and practice experience, and express relevant written opinions according to the scope of responsibilities of independent directors and professional committees.
3、 Key matters concerned in the annual performance of independent directors
1. Related party transactions
According to the requirements of the standards for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange and the related party transaction management system of the company, we have made judgments on the daily related party transactions in 2020 and the expected daily related party transactions in 2021 according to the regulations and reviewed them according to the procedures. We believe that the expected daily related party transactions in 2021 are reasonable estimates based on the actual needs of the company’s production and operation, It is a continuous transaction that must occur in the process of production and operation. The purpose is to ensure the normal production and operation activities of the company and promote the development of the company. The transaction ensures the sustainable and stable development of the company. The transaction matters comply with the market rules and the interests of the company and all shareholders, which is conducive to the normal operation of the company and does not damage the interests of the company and minority shareholders. As for the proposal on signing house leasing and property management agreement and related party transactions, we believe that the transaction process follows the principles of openness, fairness, fairness, honesty and credibility, complies with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations and the articles of association, and the transaction pricing complies with the value law of market economy and the principle of fairness and reasonableness, It will not affect the independence and sustainable operation ability of the company, and can ensure the interests of the company and all shareholders, without damaging the interests of the company and minority shareholders.
2. External guarantee and fund occupation
There was no external guarantee and fund occupation during the reporting period.
3. Changes in accounting policies
During the reporting period, we carefully considered the change of the company’s accounting policies in accordance with the requirements of accounting standards for Business Enterprises No. 21 – leasing (revised in 2018) (CK [2018] No. 35). The above is in line with the relevant provisions of the Ministry of finance, and there is no behavior damaging the interests of minority shareholders of the company. The change of the company’s accounting policy complies with the provisions of relevant laws and regulations and the articles of association, which can make the company’s financial report more objectively and fairly reflect the company’s financial status and operating results, and provide investors with more reliable and accurate accounting information.
4. Appointment or replacement of accounting firms
The company renewed Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s financial audit institution in 2021. The proposal to hire an accounting firm has been approved by us in advance and approved by the audit committee of the board of directors, the board of directors and the general meeting of shareholders. The company’s employment procedures for Ernst & Young Huaming accounting firm (special general partnership) comply with the provisions of laws and regulations.
5. Implementation of information disclosure
During the reporting period, the board of directors of the company earnestly performed the truthfulness, accuracy and completeness of information disclosure in strict accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange and Shanghai Environment Group Co.Ltd(601200) information disclosure management system. In the fifth year of listing, the company disclosed 40 pieces of information in a timely and accurate manner in strict accordance with the relevant provisions on information disclosure of listed companies and the company’s internal system; Four regular reports including the company’s 2020 annual report, the first quarter report of 2021 and the semi annual report of 2021 have been completed to ensure the timely disclosure of major information. At the same time, it actively connected with the letter Phi requirements of the regulatory authorities on the environment, social responsibility and corporate governance of listed companies, released the company’s 2020 social responsibility report, and obtained extensive attention and good feedback from the capital market. During the reporting period, the company won the “a” level evaluation of information disclosure of companies listed on the main board of Shanghai Stock Exchange from 2020 to 2021.
6. Implementation of internal control
As independent directors, we are very concerned about the construction and implementation of the company’s internal control, focusing on the implementation of the company’s revised internal control manual. We carefully reviewed the company’s internal audit work plan, actively urged the company’s internal audit institutions to carry out work according to the audit plan, and put forward guiding opinions on the internal control defects found in the work. In 2021, the company hired Ernst & young to audit the effectiveness of the company’s internal control in 2021 and issue audit opinions. During the reporting period, the internal control system was sound, and effective internal control over financial reporting was maintained in all major aspects in accordance with the basic norms of enterprise internal control and relevant regulations, without major defects in internal control.
7. Operation of the board of directors and its subordinate special committees
As an independent director, we have been actively participating in the work of the three professional committees under the board of directors: strategy, audit, remuneration and assessment.
During the reporting period, the three professional committees earnestly performed their respective functions and held 8 audit committee meetings, 1 remuneration committee meeting and 2 strategy committee meetings. In accordance with their respective working systems, each committee considered the matters in their respective fields in a serious, responsible, diligent and honest manner during the reporting period, and raised no objection.
4、 Overall evaluation and recommendations
As an independent director of the company, during the reporting period, in the attitude of being responsible to all shareholders of the company, we earnestly performed the duties of independent directors, actively understood the operation and legal operation of the company, attended the meetings of the board of directors, the general meeting of shareholders and the special committee of the board of directors on time, carefully checked the relevant major matters of the company and expressed independent opinions. Adhering to the principles of prudence, diligence and integrity, we will faithfully perform the duties and obligations of independent directors, give full play to our professional advantages and independent status, provide more constructive opinions and suggestions for the decision-making of the board of directors, safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, and promote the standardized operation of the company.
Hereby report, thank you!
Independent directors: Zhang Chen, Wang Weisong, Wang Xuejiang March 24, 2022
