Dongjiang Environmental Company Limited(002672)
Work report of independent directors
(Guo Suyi)
As an independent director of Dongjiang Environmental Company Limited(002672) (hereinafter referred to as “the company”), during my term of office in 2021, I strictly followed the company law, the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, 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:
1、 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 meeting for 5 times and the salary and Assessment Committee for 2 times. 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 remuneration and appraisal committee, during my tenure, I deliberated and passed three related proposals on the remuneration and appraisal of the company’s directors and senior managers, including the proposal on the remuneration and appraisal scheme of the chairman and senior managers, the proposal on the performance appraisal scheme of the chairman and senior managers, and the proposal on the performance appraisal and salary liquidation of the chairman and senior managers in 2020, It also focuses on the review of the annual performance, remuneration and annual performance appraisal report of the company’s senior managers, and verifies the authenticity, accuracy and completeness of the remuneration disclosure of directors, supervisors and senior managers in the company’s annual report.
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
As an independent director, I always actively supervise the specific implementation of relevant resolutions of the board of directors, keep abreast of the latest business trends of the company, keep close contact with other directors, supervisors, senior executives and relevant staff, pay close attention to relevant reports of the company in real time, make use of my own professional advantages, actively put forward professional suggestions on the development strategy of the company, and seriously safeguard 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
During the reporting period, I urged the company to perform the obligation of information disclosure in strict accordance with the relevant laws and regulations of Shenzhen Stock Exchange and Stock Exchange on information disclosure and the relevant provisions of the company’s information disclosure management system, and continuously pay attention to the company’s information disclosure, so as to ensure that the company’s information disclosure is true, accurate, timely and complete, and that all shareholders, especially small and medium-sized shareholders, have a timely understanding of the company’s operating conditions.
2. Corporate governance
I continue to pay attention to the company’s daily operation and governance, carefully review the company’s proposal and other materials and put forward relevant suggestions. Through effective supervision and inspection, we fully performed the duties of independent directors, effectively promoted the standardized operation of the company, and effectively safeguarded the rights and interests of the company and the majority of investors.
3. Training and learning
I have carefully studied the relevant laws, regulations and other relevant documents of the regulatory authorities, 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: Guo Suyi March 25, 2022
