Xinjiang Goldwind Science And Technology Co.Ltd(002202)
Independent director Huang Tianyou’s 2021 Report
As an independent director of Xinjiang Goldwind Science And Technology Co.Ltd(002202) (hereinafter referred to as “the company”), during my term of office in 2021, I strictly followed the company law, the securities law, the governance standards for listed companies, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association According to the provisions and requirements of the working system of independent directors and other relevant laws and regulations, he performed his duties honestly, diligently and independently, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on major matters of the company, and gave full play to the role of independent directors. I hereby report my work in 2021 as follows:
1、 Attendance at meetings
The company held 10 meetings of the board of directors in 2021, and I personally attended 9 meetings. There was no case that I did not attend the meeting of the board of directors twice in a row; One general meeting of shareholders was held during the term of office, without attending as a nonvoting delegate. I carefully reviewed the meeting proposals and relevant materials, actively participated in the discussion of various topics and put forward reasonable suggestions, exercised the voting right with a rigorous attitude, played a positive role in the correct and scientific decision-making of the board of directors, and voted in favour of the relevant matters considered at each meeting of the board of directors.
In 2021, the convening and holding of the board of directors and the general meeting of shareholders of the company complied with the legal procedures, and the relevant procedures were performed for major business decisions, which were legal and effective. I did not raise any objection to the proposals of the board of directors and other matters of the company. Before the meeting, I obtained the data and information needed to make a decision. At the meeting, I carefully considered each proposal, actively participated in the discussion and put forward reasonable suggestions, which played a positive role in making scientific decisions for the meeting.
2、 Independent opinions
In 2021, I gave independent opinions on relevant matters of the company as follows:
1. At the 16th meeting of the 7th board of directors held by the company on March 26, 2021, the company expressed agreed independent opinions on the capital transactions of related parties, the profit distribution plan in 2020, the evaluation report of the company’s internal control, the external guarantee, the special report on the storage and use of raised funds, the hedging business of the company and its subsidiaries, the employment of accounting firms by the company and related party transactions, At the same time, it has issued prior approval opinions on the employment of accounting firms and related party transactions;
2. At the 17th meeting of the 7th board of directors held by the company on April 12, 2021, the independent opinions and prior approval opinions on adjusting the estimated amount of daily connected transactions (A shares) with related parties in 2021 were expressed;
3. At the 18th meeting of the 7th board of directors held on April 26, 2021, the independent opinions on the recommendation of candidates for directors of the company were expressed;
4. At the 19th meeting of the 7th board of directors held on June 18, 2021, the independent opinions agreed were expressed on the provision of loan and power purchase agreement guarantee to stockyard hill, an Australian joint-stock company, Tianrun Qihang’s investment in Shenzhen Benaki management company and its participation in the establishment of Benaki Qihang new energy industry fund, and the establishment of a platform company jointly funded by the company and its related parties, Three Gorges new energy and relevant units, At the same time, the company issued prior approval opinions on the establishment of the platform company jointly funded by the company and related parties, Three Gorges new energy and relevant units;
5. At the 20th meeting of the seventh board of directors held on August 20, 2021, the independent opinions agreed on the capital transactions of related parties and the external guarantee in the half year of 2021 were expressed;
6. At the 21st Meeting of the 7th board of directors held on September 28, 2021, the independent opinions on the establishment of a joint venture jointly funded by the company, its related party China Three Gorges Renewables (Group) Co.Ltd(600905) and relevant units and the appointment of the chief financial officer of the company were expressed, and the prior approval opinions on the establishment of a joint venture jointly funded by the company, its related party China Three Gorges Renewables (Group) Co.Ltd(600905) and relevant units were expressed;
7. At the 23rd Meeting of the 7th board of directors held on December 7, 2021, the independent opinions and prior approval opinions on the estimated amount of daily connected transactions (A shares) in 2022 were expressed;
8. At the 24th Meeting of the 7th board of directors held on December 23, 2021, the independent opinions on the purchase of liability insurance for the company and its directors, supervisors and senior managers were expressed.
3、 Investigation and management of the company’s on-site management structure
During the reporting period, I kept close contact and communication with the directors and senior managers of the company, timely learned about the major issues and progress of the company, mastered the operation dynamics of the company, gave full play to my professional expertise, and reviewed the accuracy and integrity of the financial information reviewed throughout the year; Approve and supervise the formulation and implementation of internal control system; Identify the work arrangement and audit of internal and external auditors; Control and manage the identification of related party transactions, pay continuous attention to the company’s compliance operation and fraud prevention and control, and provide basis for the scientific decision-making of the board of directors.
In 2021, I paid attention to the company’s adjustment of the daily connected transaction quota in 2021 and the application for 2022, actively participated in the related transaction decision-making, disclosure materials, regulatory inquiry materials and other related matters, paid attention to the reasons and rationality of the quota application and adjustment, prompted the possible risks of the company, and suggested that the company hire an external professional consulting agency to sort out the current situation of connected transaction management, And listened to the special reports of the company and external consulting institutions on the management and rectification of related party transactions for many times, and continued to follow up the improvement of the internal control management of related party transactions. In addition, I actively understand the company’s operation and industry development, participate in the decision-making and formulation of the company’s strategic planning with a prudent and professional attitude, provide scientific decisions and suggestions for the company’s strategic formulation, and promote the long-term development and effective implementation of the company’s strategy.
4、 Work done in protecting the rights and interests of investors
1. In terms of corporate governance, we will deeply study the relevant documents of the stock listing rules of the two places, promote the construction of corporate governance system and promote the sustainable, stable and healthy development of the company.
2. In addition to actively participating in 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, deeply understand the improvement and implementation of the company’s production and operation, internal control and other systems, the implementation of the resolutions of the board of directors, financial management, capital transactions and business development, and timely understand the company’s daily operation and possible business risks, Obtain the information and materials necessary for making decisions, express opinions on this at the meeting of the board of directors, and exercise their functions and powers.
3. Continued to pay attention to the company’s information disclosure, effectively supervised and verified the company’s information disclosure, urged the company to complete the information disclosure in a true, timely, complete and accurate manner in strict accordance with relevant laws and regulations and the provisions and requirements of the company’s information disclosure management system, guaranteed the fairness of information disclosure, guaranteed the right to know of the majority of investors, and safeguarded the rights and interests of the company and minority shareholders.
4. As an independent director of the company, I was able to perform my duties as an independent director carefully, seriously and diligently in 2021. I carefully reviewed the materials provided by the company for all major matters that need to be considered and decided by the board of directors, deeply understood the drafting of relevant proposals, used professional knowledge and expressed professional opinions in the decision-making of the board of directors.
5、 Work of the professional committee of the board of directors
As the chairman of the audit committee, I presided over five audit committee meetings in 2021, reviewed various internal audit reports submitted by the company’s internal audit department, listened to the annual work summary and work plan arrangement of the internal audit department, and guided the work carried out by the audit department; Focus on the company’s major risk areas and risk matters, the effectiveness of the company’s internal control operation, the reliability and disclosure compliance of financial information, as well as the company’s major related party transactions, major investments, external guarantees and other special matters, and supervise and promote the standardized operation of the company.
In addition, I attended the strategic decision-making committee, actively participated in the discussion of the company’s strategic planning and other matters, put forward professional opinions on the company’s long-term development strategy and major investment decisions, and promoted the long-term development and effective implementation of the company’s strategy.
6、 Other matters
In 2021, the company operated well, the convening and holding of the board of directors and the general meeting of shareholders met the legal procedures, and the relevant procedures and information disclosure obligations were fulfilled for major business decisions. Therefore, in 2021, I did not propose to convene the board of directors, propose to hire or dismiss an accounting firm, propose to hire an independent external audit institution and consulting institution.
The above is my report on my performance of duties in 2021. In 2022, I will continue to study the relevant laws and regulations of Listed Companies in both places in the spirit of integrity and diligence, faithfully perform the obligations of independent directors, give full play to the role of independent directors, maintain communication with other directors, supervisors and senior managers, and provide more constructive suggestions for the development of the company.
Independent director: Huang Tianyou
March, 2002
