Report on the work of independent directors in 2021
As an independent director of Dynagreen Environmental Protection Group Co.Ltd(601330) company (hereinafter referred to as Dynagreen Environmental Protection Group Co.Ltd(601330) articles of association) and Dynagreen Environmental Protection Group Co.Ltd(601330) independent director working system and other relevant provisions and requirements, as an independent director of Dynagreen Environmental Protection Group Co.Ltd(601330) (hereinafter referred to as Dynagreen Environmental Protection Group Co.Ltd(601330) “or” the company “) in 2021, the performance of his duties is as follows:
1、 Basic information of independent directors
(I) basic personal information of independent directors
1. Ms. Fu Jie, with a bachelor’s degree, once worked in Ernst & Young Huaming Certified Public Accountants (special general partnership). From April 2016 to July 2019, he served as the chief financial officer of China Youtong Holding Co., Ltd. From September 2019 to now, he has served as the chief financial officer of China Kangda Food Co., Ltd. Member of China Institute of certified public accountants and ACCA Association of Chartered Certified Public Accountants.
2. Mr. Xie Lanjun, with a bachelor’s degree, once worked as a partner and practicing lawyer of Guangdong New Oriental law firm. Since January 2009, he has served as senior partner and practicing lawyer of Beijing BOC (Shenzhen) law firm.
3. Mr. Zhou Beihai, with a doctoral degree, once served as a senior science and technology diplomat of the Chinese Embassy in Japan; Since January 2005, he has been a professor in the school of energy and environmental engineering, Beijing University of science and technology. He has been an independent director of the company since November 2021.
(II) description of independence
As Dynagreen Environmental Protection Group Co.Ltd(601330) independent directors, we do not hold any position in the company other than directors, nor do we hold any position in the company’s major shareholder units. In addition, we strictly comply with the relevant requirements of the guidelines for the filing and training of independent directors of listed companies on Shanghai Stock Exchange, and the number of independent directors of listed companies does not exceed five, There are no matters or circumstances that affect our independence as an independent director of the company.
2、 Annual performance of independent directors
During the term of office in 2021, in accordance with the articles of association and the rules of procedure of the board of directors, we actively attended the company’s previous general meetings of shareholders, the board of directors and the special committees of the board of directors, carefully considered various proposals, expressed independent opinions in accordance with relevant regulations, and performed our duties in good faith, diligence and loyalty.
(I) in 2021, the attendance of independent directors is as follows:
Should attend in person this year or not
The number of independent directors and the board of directors (including the power of attorney table) and the absence of two consecutive East general meetings
The number of times the name of the party concerned, the number of decisions made by the communicating party and the number of times not in person
(type) participation
Fu Jie 12 0 0 No 3
Xie Lanjun 121200 No 2
Zhou Beihai 3 0 0 0 No 1
(II) voting at the meeting
In 2021, we actively participated in the board of directors and the general meeting of shareholders of the company and faithfully performed the duties of independent directors. We believe that the convening of the board of directors and the general meeting of shareholders of the company complies with the legal procedures, and the relevant procedures have been performed for major business decisions. We have carefully considered various proposals of the board of directors of the company, and believe that these proposals have not harmed the interests of all shareholders, especially small and medium-sized shareholders, No objection was raised to each proposal.
(III) expression of independent opinions
In 2021, we expressed independent opinions on the following matters in accordance with the relevant provisions of the working system of independent directors:
Serial number date session independent opinion content
On January 26, the 28th session of the 3rd CPC National Congress provided guarantees and related party transactions
Provision for impairment, profit distribution and internal control evaluation
2. On March 30, the 29th meeting of the third session was held on price, guarantee provision, related party transactions and salary calculation
Plan, appoint audit institutions and nominate candidates for directors
Appointment of company manager and chief financial officer
3. On May 31, the 31st session of the 3rd CPC National Congress on connected transactions and external guarantees
4. On July 23, the 33rd session of the third session of the people’s Congress on convertible bonds and the three-year dividend return regulation
Row
On October 21, the 35th session of the third session nominated candidates for the board of directors and provided external guarantees
6. Proposals related to the second convertible bonds of the fourth session on November 26
On December 17, the third affiliated transaction of the fourth session
(IV) site investigation
In 2021, we took advantage of the opportunity of attending the on-site meeting of the board of directors and the general meeting of shareholders to have a serious and detailed on-site understanding of the company’s daily operation, financial situation, internal control operation, information disclosure and other related matters, listened to the reports of relevant departments of the company, put forward professional suggestions and opinions, and promoted the scientificity and objectivity of the decision-making of the board of directors.
(V) cooperation of the company
In 2021, the company actively cooperated with our work and provided necessary conditions for us to perform the duties of independent directors.
3、 Key matters concerned in the annual performance of independent directors
In 2021, we focused on the following matters of the company:
（1） Related party transactions
The company’s daily connected transactions are necessary for the company’s production and operation. The pricing is reasonable. We have obtained our approval in advance, performed the necessary decision-making procedures, complied with the principles of fairness, impartiality, voluntariness and good faith, and there is no damage to the interests of the company and its shareholders.
（2） External guarantee and fund occupation
The external guarantee has been deliberated by the board of directors and the shareholders’ meeting of the company, and the information disclosure obligations have been fulfilled accordingly. The internal decision-making procedures of the company comply with laws and regulations, normative documents and relevant provisions of the articles of association of the company. The company does not provide guarantees for controlling shareholders, actual controllers and their related parties, and there is no occupation of funds.
(III) use of raised funds
The actual use of the funds raised by the company’s public issuance of convertible corporate bonds complies with the use plan of the raised funds, relevant laws and regulations and the provisions of the company’s raised funds management system. There is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of the company and all shareholders, and has fulfilled the obligation of information disclosure accordingly.
（5） Profit distribution policy
In 2021, the profit distribution plan proposed by the company is: distribute cash dividend of 0.1 yuan per share, do not convert capital reserve into share capital, and do not send bonus shares.
We believe that the profit distribution plan of the board of directors of the company complies with the relevant provisions of the company law, securities law and other laws and regulations and the articles of association, and there is no situation that damages the interests of the company’s shareholders, especially the minority shareholders.
（6） Performance of commitments of the company and shareholders
In 2021, the company, its controlling shareholders and related parties performed their commitments well, and there was no violation of their commitments.
（7） Implementation of information disclosure
In 2021, the company performed the obligation of information disclosure in strict accordance with the relevant laws and regulations such as the measures for the administration of information disclosure of listed companies and the Listing Rules of the CSRC, as well as the company’s information disclosure management system, and was able to disclose the relevant information of the company in a true, accurate, complete and timely manner. No false records, misleading statements or major omissions were found. （8） Remuneration of directors and senior managers
In 2021, the remuneration, assessment and incentive of the company’s directors and senior managers were implemented in accordance with relevant regulations, and the payment procedures of remuneration were in line with relevant laws, regulations and the articles of association. We have no objection to this.
（9） Implementation of internal control
We checked the company’s internal control system and operation, reviewed the 2021 internal control self-evaluation report of the board of directors, and believed that the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system.
（10） Operation of the board of directors and its subordinate special committees
In 2021, the strategy committee, the audit and risk management committee, the nomination committee and the remuneration and assessment committee under the board of directors performed their duties diligently in accordance with the company law, the securities law, the articles of association, the rules of procedure of the board of directors, the working rules of the special Committee of the board of directors and other relevant provisions, giving full play to the important role of the special committee in the work of the board of directors. The decision-making procedures, discussion methods and contents comply with relevant regulations, which are legal and effective.
4、 Overall evaluation and recommendations
As independent directors of the company, in 2021, we faithfully, diligently and conscientiously performed the duties of independent directors in accordance with the provisions and requirements of relevant laws and regulations, played an independent role, and made due efforts to promote the improvement and optimization of corporate governance structure and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders.
In 2022, we will continue to earnestly fulfill the obligations of independent directors in the spirit of integrity and diligence, further strengthen communication, exchange and cooperation with the board of directors, the board of supervisors and the management, give full play to our professional and independent role, promote the standardized operation of the company and safeguard the interests of the company. It is hereby reported. (no text below)
Signature page of director’s report on work) signature of independent director:
Fu Jie
Signature page of director’s report on work dated, 2022) signature of independent director:
Xie Lanjun
Signature page of director’s report on work dated, 2022) signature of independent director:
Zhou Beihai
Mm / DD / 2022
