Xinjiang Goldwind Science And Technology Co.Ltd(002202) Co., Ltd
Report on work of Independent Director Wei Wei in 2021
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
In 2021, the company held 10 meetings of the board of directors, 9 in person and 1 entrusted. There were no two consecutive meetings of the board of directors that were not attended in person; One general meeting of shareholders was held during the term of office, without attending as a nonvoting delegate. In 2021, I performed my duties independently and impartially in accordance with the requirements of relevant laws, regulations and normative documents. During the meeting, carefully review the relevant materials of the meeting, make independent, objective and fair judgment according to their professional knowledge and ability, actively participate in the discussion of the meeting and put forward reasonable opinions, and play a positive role in the correct and scientific decision-making of the board of directors.
During the reporting period, I have no objection to all proposals considered and adopted by the board of directors and voted in favour.
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 took advantage of the opportunity of attending the on-site meeting of the board of directors and other time to actively carry out on-site office and research in the company and its subsidiaries to fully understand the company’s operation, internal control, investment, compliance and risk management, progress of major issues, etc; In daily work, keep close contact with other directors, senior managers and relevant staff of the company by telephone and e-mail, and communicate the development strategy and investment direction of the company. At the same time, always pay attention to the impact of external environment and market changes on the company, use their own professional fields to transmit the latest industry information to the company, and strengthen the guidance and support for the management’s decision-making according to the actual situation of the company and the market competition environment; Pay attention to the relevant reports of the media and the Internet on the company, timely learn about the progress of major matters of the company, master the operation dynamics of the company, actively put forward suggestions on the operation and management of the company, and earnestly perform the duties of independent directors.
In 2021, I paid attention to the impact of the macro environment on the company’s strategy, listened to the company’s “14th five year plan” strategic research and strategic business planning, asset layout and investment allocation planning, and put forward opinions and suggestions on the market environment, competitor analysis, internationalization, digitization and other measures faced by the company. At the same time, for the company’s adjustment of the daily connected transaction quota in 2021 and application for 2022, I actively participated in the related transaction decision-making, disclosure materials, regulatory inquiry materials and other related matters, and expressed professional and independent opinions according to their own experience and expertise.
4、 Work done in protecting the rights and interests of investors
1. Continue to pay attention to the company’s information disclosure, and effectively supervise and verify the timely disclosure of specified information, so that the company can complete the information disclosure truly, accurately, timely and completely in strict accordance with relevant laws and regulations.
2. Supervise and inspect the company’s governance structure and operation management. I actively pay attention to the production and operation status and financial status of the company, timely understand the possible business risks of the company, carefully consult relevant documents and materials for the proposals submitted to the board of directors for deliberation, conduct timely investigation, make independent, fair and objective conclusions on the basis of full understanding, use my professional knowledge, and exercise my voting rights prudently
5、 Work of the professional committee of the board of directors
As the chairman of the remuneration and appraisal committee, I was able to convene a meeting in accordance with the working rules of the remuneration and appraisal committee of the board of directors and other relevant systems, reviewed the remuneration of the company in 2021, and earnestly fulfilled the responsibilities and obligations of the remuneration and appraisal committee.
As a member of the nomination committee, I carefully reviewed the qualifications and selection procedures of the company’s board of directors for the appointment of chief financial officer and the proposed directors, and put forward nomination opinions to the board of directors. As a member of the strategic decision-making committee, I reviewed 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 earnestly fulfilled the responsibilities and obligations of the strategic decision-making committee.
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.
I will report on my performance in 2021. In 2022, I will continue to exercise the rights conferred by the company carefully, seriously and diligently, perform the obligations of independent directors more dutifully, and safeguard the interests of the company and its shareholders in accordance with the provisions of the company law, the guidelines for the governance of listed companies and relevant laws, regulations and normative documents on independent directors and the articles of association Especially the legitimate rights and interests of minority shareholders. Independent director: Wei Wei
March, 2002
