Xinjiang Goldwind Science And Technology Co.Ltd(002202)
Report on work of independent director Yang Jianping 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, of which I personally attended 10 meetings, and there was no case that I failed to attend the meeting of the board of directors twice in a row; During the term of office, the general meeting of shareholders shall be held once and attended once as nonvoting delegates. I carefully reviewed the meeting proposals and relevant materials, actively participated in the discussion of various proposals, carefully voted for all proposals after objective and careful thinking, and did not vote against or abstain, which played a positive role in the decision-making 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 established a good communication mechanism with the company and the management. Through communication with the management and the audit institution, I always paid attention to the company’s daily business status and possible business risks, and communicated and consulted relevant materials on the company’s production and operation status, the improvement and implementation of the internal control system, the implementation of the resolutions of the board of directors, and gave corresponding guidance. He gave objective and fair opinions on the board of directors, actively and effectively performed the duties of independent directors, and seriously safeguarded the interests of the company and all shareholders. In 2021, I paid special attention to the company’s adjustment of daily connected transaction quota in 2021 and 2022, listened to the special report of the company and external consulting institutions on the management and rectification of connected transactions, expressed independent opinions according to their respective experience and expertise, paid attention to the reasons and rationality of quota application and adjustment, and prompted the possible risks of the company.
4、 Work done in protecting the rights and interests of investors
1. Supervise and urge the company to disclose information in a timely manner in accordance with the relevant provisions of the Shenzhen Stock Exchange Law and the relevant information disclosure rules of the company, and ensure that the information disclosure of the company and the information disclosure rules of the company are accurate and complete in accordance with the relevant laws and regulations of the Shenzhen Stock Exchange.
2. I effectively perform my duties as an independent director, pay attention to the construction and implementation of the company’s operating conditions, financial management and internal control systems, timely understand the company’s operating conditions and possible operating risks, carefully consult relevant documents and materials, timely investigate each proposal submitted to the board of directors for deliberation, ask relevant departments and personnel, and use my professional knowledge to exercise voting rights independently, objectively and impartially, Maintain full independence in work and effectively safeguard the interests of the company and minority shareholders.
5、 Work of the professional committee of the board of directors
As the chairman of the nomination committee, I presided over two meetings of the nomination committee in 2021, actively convened and presided over the daily work of the nomination committee in strict accordance with the rules of procedure of the nomination committee of the board of directors and other relevant systems, put forward professional review opinions on the qualifications of CFO and directors in combination with the needs of the company’s strategic development, and earnestly performed the responsibilities of the nomination committee.
As a member of the company’s audit committee, I participated in the audit of the company’s financial information and its disclosure and review of accounting statements during the reporting period; Review the company’s internal control system; Supervise the company’s internal audit system and its implementation.
As a member of the salary and appraisal committee, I carefully considered the salary and performance appraisal management system in 2021, and confirmed that the company has established a fair and effective performance evaluation standard and incentive and restraint mechanism for senior managers, and evaluated and implemented relevant salary plans.
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.
In 2022, I will continue to perform the duties and obligations of independent directors, carefully study and implement relevant laws and regulations and the relevant provisions of the articles of association, better safeguard the overall interests of the company, protect the legitimate rights and interests of all shareholders, especially minority shareholders, from infringement and live up to the trust of shareholders.
Independent director: Yang Jianping
March, 2002
