Dongjiang Environmental Company Limited(002672)
Work report of independent directors
(Xiao Zhixiong)
As an independent director of Dongjiang Environmental Company Limited(002672) (hereinafter referred to as “the company”), during my tenure in 2021, I strictly followed the company law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of Listed Companies in Shenzhen Stock Exchange, the articles of Association, the company’s independent director system and other relevant laws, regulations and relevant provisions, Based on the principle of safeguarding the rights and interests of the company and shareholders, especially minority shareholders, give full play to their professional advantages, actively pay attention to and participate in the research on the development of the company, and perform their duties objectively, fairly and independently. I hereby report my performance of duties as an independent director during my term of office in 2021 as follows: I. attendance and voting
(I) attendance at the board of directors and shareholders’ meeting
During his tenure in 2021, the company held 13 board meetings and 3 general meetings of shareholders. I actively participated in the relevant meetings of the company. Before the meeting, I took the initiative to obtain the relevant information of the company required for decision-making, carefully considered the proposal, faithfully performed the duties of independent directors, actively participated in the discussion and put forward reasonable suggestions, and expressed independent opinions on relevant matters.
In 2021, the board of directors and general meeting of shareholders convened and held by the company complied with legal procedures, and major business decisions and other major matters were performed in accordance with relevant procedures, legal and effective. The relevant decisions of the company have not harmed the interests of all shareholders, especially the minority shareholders. I have no objection to the proposals of the board of directors and other matters of the company.
(II) attendance at professional committees
During my tenure in 2021, I attended the company’s audit committee meetings five times, the remuneration and assessment committee twice and the nomination committee twice. I carefully reviewed and deliberated relevant proposals on relevant decision-making matters and members attending the meeting, diligently performed my duties as a member of the professional committee, and made full preparations for major decisions of the company’s operation.
As the chairman of the audit committee, I organized and held five meetings during my tenure, and deliberated on the regular report, the proposal on the self-evaluation report of the company’s internal control in 2020, the proposal on the work report of the audit department in 2020 and the work plan in 2021, the proposal on renewing the appointment of the accounting firm in 2021, the proposal on Revising the internal audit system, etc, Understand the company’s financial situation and operation in detail, and guide and supervise the company’s financial situation and operation; In the process of annual audit, I communicated with the certified public accountant for annual audit to understand and master the audit work arrangement, audit focus and audit progress of the accountant; Understand the qualifications and resumes of the proposed personnel in detail to ensure compliance with relevant laws and regulations and the relevant provisions of the articles of association.
2、 Independent opinions
In accordance with relevant laws, regulations and relevant provisions, as an independent director of the company, I carefully understood and supervised the operation of the company during my tenure. During the meeting of the board of directors, I carefully considered various proposals and expressed independent opinions on relevant matters of the company. The specific conditions are as follows:
On February 3, 2021, at the third meeting of the seventh board of directors of the company, relevant independent opinions were expressed on the proposal on the prediction of daily connected transactions in 2021.
On February 25, 2021, at the fourth meeting of the seventh board of directors of the company, relevant independent opinions were expressed on the proposal on the remuneration and evaluation scheme of the chairman and senior managers and the proposal on the performance evaluation scheme of the chairman and senior managers.
On March 29, 2021, at the fourth meeting of the seventh board of directors of the company, relevant independent opinions were expressed on the proposal on the remuneration and evaluation scheme of the chairman and senior managers and the proposal on the performance evaluation scheme of the chairman and senior managers.
On April 27, 2021, at the sixth meeting of the seventh board of directors of the company, relevant independent opinions were expressed on the proposal on loan extension and related party transactions provided by controlling shareholders to the company.
On May 18, 2021, at the seventh meeting of the seventh board of directors of the company, relevant independent opinions were expressed on the proposal on renewing the appointment of accounting firm in 2021.
On July 16, 2021, at the seventh meeting of the seventh board of directors of the company, relevant independent opinions were expressed on the proposal on terminating the planning of major asset restructuring and continuing to promote the acquisition of equity of Chenzhou Xiongfeng Environmental Protection Technology Co., Ltd. and the proposal on acquiring 70% equity of Chenzhou Xiongfeng Environmental Protection Technology Co., Ltd. in cash. On August 26, 2021, the company issued relevant independent opinions on the capital occupation and external guarantee of controlling shareholders and other related parties.
On October 29, 2021, at the 13th meeting of the seventh board of directors of the company, relevant independent opinions were expressed on the proposal on performance appraisal and salary liquidation of the chairman and senior managers in 2020.
On December 13, 2021, at the 14th meeting of the seventh board of directors of the company, relevant independent opinions were expressed on the proposal on nominating Yu Zhongmin as the candidate for executive director of the seventh board of directors, the proposal on appointing the president of the company and the proposal on appointing the vice president and financial director of the company.
On December 24, 2021, at the 15th meeting of the seventh board of directors of the company, relevant independent opinions were expressed on the proposal on the appointment of the company’s general legal adviser.
3、 On site inspection of the company
During my tenure, I supervised and verified the company’s production and operation, financial status, standardized management and the improvement and implementation of internal control, the management’s implementation of the resolutions of the general meeting of shareholders and the board of directors, information disclosure, etc., fully communicated with the management about the company, actively and effectively performed the duties of independent directors, and seriously safeguarded the interests of the company and the majority of public shareholders.
4、 Work done by shareholders to protect the legitimate rights and interests of the public
1. Information disclosure of the company
I actively supervise the company to perform the obligation of information disclosure in strict accordance with the relevant laws and regulations on information disclosure and the relevant provisions of the company’s information disclosure management system, continuously pay attention to the company’s information disclosure, ensure the timeliness, accuracy, integrity and authenticity of information disclosure, and promote the company to disclose periodic reports and other matters that have a significant impact on the company in a timely and accurate manner.
2. Corporate governance
In addition to participating in the decision-making of the board of directors and the general meeting of shareholders, I actively pay attention to matters that may affect the company’s internal control and corporate governance structure, investigate major matters such as the company’s financial operation, capital transactions, external guarantees, related party transactions and external investment, carefully listen to the reports of relevant personnel of the company, timely understand the production and operation dynamics of the company, and effectively supervise and inspect, Earnestly performed the duties of independent directors. 3. Training and learning
I actively and seriously studied relevant laws and regulations and the knowledge necessary for independent directors to perform their duties, further improved my understanding and understanding of the corporate governance structure and the protection of the legitimate rights and interests of public investors, provided opinions and suggestions for the scientific decision-making and risk prevention of the company, promoted the further standardized operation of the company and protected the rights and interests of shareholders.
5、 Other matters
1. During the reporting period, no independent director proposed to hold a meeting of the board of directors.
2. During the reporting period, no independent director proposed to hire or dismiss an accounting firm.
3. During the reporting period, there was no engagement of external audit institutions and consulting institutions by independent directors.
The above is the report on my performance of duties as an independent director of the company in 2021.
Dongjiang Environmental Company Limited(002672) independent director of the board of directors: Xiao Zhixiong March 25, 2022
