Guangdong No.2 Hydropower Engineering Company Ltd(002060) : annual work report of independent directors

2021 annual report of independent directors

(Yin Bing)

Board of directors:

As an independent director of Guangdong No.2 Hydropower Engineering Company Ltd(002060) , in accordance with the company law, the standards for the governance of listed companies, the guidance on the establishment of independent directors in listed companies, the articles of association and relevant laws and regulations, I diligently, prudently and independently performed the rights and obligations conferred by laws and regulations in 2021, and attended relevant meetings in 2021, Expressed independent opinions on the relevant proposals of the board of directors. In accordance with the relevant requirements of Several Provisions on strengthening the protection of the rights and interests of shareholders of social public shares and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange issued by the CSRC, the work in 2021 is reported as follows:

1、 My attendance at the board of directors and shareholders’ general meeting in 2021

(I) number of meetings held by the company.

In 2021, the company held 9 board meetings and 4 general meetings of shareholders. (II) my attendance and non voting attendance at the meeting.

My attendance and non voting attendance at relevant meetings are listed in the table below:

The number of shareholders attending the shareholders’ meeting as nonvoting delegates the number of times of the general meeting attending in person and being absent by proxy

9 9 0 0 4 4

I have voted for the relevant proposals of each board meeting.

2、 Opinions of independent directors in 2021

Sequence: time of issuing independent opinions content of issuing independent opinions opinion number type

1. Independent opinions on the expected agreement of the company’s daily connected transactions in 2021 on March 16, 2021

About the company’s daily related party transactions in 2020

2. Special consent opinions with significant difference between the situation and the expectation on March 16, 2021

3. Independent opinions on the company’s 2020 profit distribution plan on March 31, 2021

4 audit opinions on the approval of the company’s internal control evaluation report in 2020 on March 31, 2021

5. Independent agreement on the company’s renewal of the accounting firm on March 31, 2021

Occupation by controlling shareholders and other related parties of the company

6. Special consent statement and independent opinions on the company’s funds and external guarantees as of March 31, 2021

7. Independent opinions on nominating Mr. Xie Yuanbao as the independent director of the company on April 28, 2021

8. Independent opinion on entrusted operation of related party transactions of Guangdong Construction Engineering guangtou Engineering Construction Co., Ltd. on June 15, 2021

Occupation of the company by controlling shareholders and other related parties

9. Special consent statement and independent opinions on capital matters and external guarantee of the company on August 31, 2021

10. Independent opinions on the public issuance of convertible corporate bonds on September 16, 2021

11. Independent agreement on related party transactions of shield segment procurement on October 26, 2021

12. On October 26, 2021, independent opinions on entrusted operation of Yangjiang guangtou Engineering Construction Co., Ltd. on related party transactions

13. Independent consent on the appointment of deputy general manager and chief engineer on December 29, 2021

14. Independent opinions on the performance appraisal results of the directors and senior managers of the company in 2020 on December 29, 2021

3、 On site inspection of the company

In addition to attending the meeting of the board of directors, I conducted on-site inspection on the construction and implementation of the company’s production and operation status, management and internal control systems, and the implementation of the resolutions of the board of directors. The cumulative time of the whole year was 12 days, and no abnormalities were found in the on-site inspection. I conducted regular inspection on the implementation of the company’s information disclosure management system every quarter and found no major defects. I believe that the company can strictly implement the relevant information disclosure management system.

4、 Work done in protecting the rights and interests of investors

(I) inspection of the company’s information disclosure. The company can strictly implement laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the relevant provisions of the company’s information disclosure management system. The company’s information disclosure in 2021 is true, accurate, timely and complete.

(II) investigation on the company’s governance structure and operation management. In 2021, I carefully reviewed the information provided by the company in advance for the major matters considered and decided by the board of directors of the company. If in doubt, I took the initiative to ask relevant personnel, understand the specific situation, and use professional knowledge to obtain the information needed to express professional opinions in the decision-making of the board of directors. (III) give full play to independence in work. As an independent director of the company, I perform my duties in strict accordance with relevant laws and regulations, the articles of association and the working system of independent directors of the company, attend the board meeting of the company in person on time, carefully consider various proposals, objectively express my opinions and views, and make independent and fair judgment by using my professional knowledge. He has expressed independent opinions on the appointment of directors and senior executives, related party transactions, external guarantees and other matters of the company, which is not affected by the company and major shareholders, and effectively protects the interests of minority shareholders.

(IV) do a good job in the disclosure of the annual report with due diligence. In strict accordance with the relevant requirements of the standards for the content and format of information disclosure by companies offering securities to the public No. 2 – the content and format of annual report (revised in 2021) of Shenzhen Stock Exchange, I perform the responsibilities and obligations of independent directors, be diligent and conscientious, give full play to the supervisory role of independent directors and maintain the independence of audit work in the preparation and disclosure of the company’s 2020 annual report, Effectively protect the rights and interests of public shareholders.

(V) continuously improve the ability to perform duties. With the rapid development of the securities market, as independent directors of listed companies, we need to continue to strengthen learning. In my daily work, I actively participated in the training held by Guangdong securities regulatory bureau and Shenzhen Stock Exchange, and consciously learned relevant professional knowledge, so as to enhance the awareness of protecting the interests of investors and my ability to perform my duties.

5、 Suggestions to the company

It is recommended that the company take the initiative to disclose the ESG report. Under the goal of “double carbon”, the mandatory disclosure of environmental information of listed companies will be promoted with the full implementation of the registration system; At the same time, ESG also provides a standard for the high-quality development of listed companies, that is, enterprise development should pay attention to both economic benefits and social values. In addition, Guangdong No.2 Hydropower Engineering Company Ltd(002060) as a key enterprise developing clean and renewable energy, it can broaden green financing channels, issue carbon neutral bonds, carbon neutral ABS, etc., revitalize stock assets, accelerate capital turnover, increase investment in R & D and introduction of green and low-carbon technologies, and create a green enterprise with high-quality and sustainable development.

6、 Other working conditions

(I) there is no proposal to convene the board of directors;

(II) there is no proposed employment or dismissal of the accounting firm;

(III) there is no independent engagement of external audit institutions and consulting institutions.

In 2021, I was diligent and conscientious, faithfully fulfilled the obligations of independent directors, actively participated in the board of directors and shareholders’ meeting of the company, earnestly performed the duties of independent directors in strict accordance with the relevant provisions of laws and regulations such as the company law, the articles of association and the working system of independent directors, protected the rights and interests of small and medium-sized investors, and put forward reasonable suggestions for the standardized operation and development of the company in combination with my own work experience and experience. It is hoped that under the leadership of the board of directors, the company will operate more steadily, standardize operation, enhance the profitability of the company and make the company develop continuously, healthily and stably in the new year.

7、 Contact information

My email address: [email protected]. , investors are welcome to communicate with me.

Independent director: Yin Bing

March 29, 2022