Dongjiang Environmental Company Limited(002672)
Work report of independent directors
(Li Jinhui)
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, the salary and Assessment Committee for 2 times and the Nomination 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 nomination committee, I organized and held two meetings of the Nomination Committee during my tenure, The proposal on acting president, the proposal on appointing vice president, financial director and Secretary of the board of directors, the proposal on nominating Yu Zhongmin as a candidate for executive director of the seventh board of directors, the proposal on appointing president of the company and the proposal on appointing vice president and financial director of the company were reviewed and approved according to the regulations, and the qualifications and resumes of the proposed personnel were understood in detail, Ensure that the proposed personnel do not have the situation that they are not allowed to serve as directors and senior managers of listed companies according to the company law and relevant securities regulatory authorities, and the qualifications of the proposed personnel meet the requirements of relevant laws and regulations such as the company law, the stock listing rules of Shenzhen Stock exchange, the articles of association and so on.
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
In 2021, I paid close attention to the company’s operation, financial status, management and implementation of internal control, kept close contact with other directors, Secretary of the board of directors, senior executives and other relevant staff of the company, and took the initiative to understand the company’s operation, establishment and implementation of internal control system, implementation of resolutions of the board of directors and general meeting of shareholders, financial operation and other aspects; Actively pay attention to the reports about the company in the public media and the network, timely learn the progress of the company’s major issues, and master the company’s operation dynamics.
4、 Work done by shareholders to protect the legitimate rights and interests of the public
1. Information disclosure of the company
As an independent director of the company, he continued to pay attention to the company’s information disclosure, and urged the company to strictly comply with the relevant provisions of the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, so as to ensure the authenticity, accuracy, timeliness and integrity of the company’s information disclosure in 2021.
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: Li Jinhui March 25, 2022
