Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526)
Report on the work of independent directors in 2021
According to the rules for independent directors of listed companies and the guidelines for self-discipline supervision of listed companies of Shanghai Stock Exchange, No
As Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) (in Chinese)
Hereinafter referred to as “the company” or “the company”), the independent director will perform the duties of independent director in 2021
The report is as follows:
1、 Basic information of independent directors of the company
There are four independent directors, accounting for more than one-third of all members of the board of directors of the company. Independent directors are
Accounting, legal and environmental protection professionals have rich professional knowledge and industry or enterprise management experience
Independence and part-time jobs meet relevant regulatory requirements. The resume and relevant information of independent directors have been published in Zhejiang
Statement of candidates for independent directors of Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) Technology Co., Ltd. Zhejiang Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) Technology Co., Ltd
Disclosed in the company’s 2021 annual report and other announcements.
2、 Annual performance of independent directors of the company
(I) attendance
Participation in the board of directors and the general meeting of shareholders
The directors should attend the meeting in person this year, whether they are absent or not by means of communication entrustment. The number of times of attending the meeting is the number of times of opposition / general meeting and the number of times of abstention
Yang Ying 9 9 8 0 0 0 No 3 0
Shen Dongsheng 9 0 0 No 3 1
Zhou Shengjun 9 9 7 0 0 No 3 2
Jin zanfang 9 9 8 0 0 No 3 0
(II) deliberation and decision-making of meeting proposals
1. Independent directors actively pay attention to the daily operation of the company in accordance with the functions and powers conferred by laws and regulations and the company’s system
Take the initiative to carry out on-site investigation, carefully read the meeting materials before the meeting, and be able to further understand and verify in detail,
Consult relevant persons, give full play to their respective strengths, express independent opinions objectively and impartially, and vote prudently for
The board of directors plays an active role in scientific decision-making, compliance operation and information disclosure.
2. The company actively cooperates with the work of independent directors. The meetings of the board of directors and shareholders held by the company during the reporting period comply with the legal procedures, and the relevant procedures have been performed for major decision-making and other major matters, which are legal and effective.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
1. The cancellation of Yugan Feida green environment Co., Ltd. is determined based on the actual operation of the company and the needs of the overall development of the company, which is conducive to the optimization of resource allocation and asset structure of the company and the improvement of operation and management efficiency; The shareholders of Yugan Feida green environment Co., Ltd. distribute assets according to the shareholding ratio, which is fair and reasonable.
2. The daily related party transaction plan of the company in 2021 is reasonable and necessary for the normal production and operation of the company, which is conducive to the professional cooperation and complementary advantages of all parties, realize the rational allocation of resources, enhance the profitability of the company and ensure the safety and stability of production and operation.
3. In July 2021, the company issued the plan of issuing shares to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as “this major asset reorganization”), and then adjusted the scope of the acquired assets in December 2021, taking into account the audit and evaluation results of the transaction object and its actual operation, and officially released this major asset reorganization plan. The proportion of the transaction pricing, total assets, net assets and operating income of the transaction subject to be reduced in the adjustment of the transaction plan of this major asset restructuring in the total corresponding indicators of the original subject assets shall not exceed 20%. According to relevant regulations, it does not constitute a major adjustment of the restructuring plan.
The appraisal institution of this major assets reorganization meets the requirements of independence, the premise of appraisal assumptions is reasonable, the appraisal method is relevant to the appraisal purpose, the appraisal conclusion of the asset appraisal report issued is reasonable and the appraisal price is fair. The company’s immediate return is not expected to be diluted after the completion of this major asset restructuring. If the immediate return is diluted, the relevant entities have made commitments to the practical implementation of the company’s measures to fill the immediate return, effectively protecting the interests of all shareholders. This major asset restructuring is conducive to the long-term sustainable development of the company, meets the requirements of national laws and regulations, and conforms to the interests of the company and all shareholders.
4. The daily related party transaction agreement with a total price of RMB 185 million signed by the company and Zhejiang Feida Huayun Technology Development Co., Ltd. is carried out based on the company’s market expansion and normal production and operation needs, which is conducive to promoting the company’s business development and enhancing profitability.
5. The company and Shangrao urban construction investment and Development Group Co., Ltd. respectively increased the capital of 8.415 million yuan and 8.085 million yuan to Yugan Green Energy Co., Ltd. according to the principle of the same proportion, which is carried out based on the actual financing needs of Yugan Green Energy Co., Ltd., which is conducive to ensuring the smooth completion of the project construction of its operation projects and the normal operation in the future.
The pricing of the above related party transactions is fair and reasonable. The related directors avoided voting on relevant proposals, and the decision-making procedures of the board of directors met the provisions of relevant laws and regulations.
(II) external guarantee
1. Newly approved guarantees for subsidiaries
The company and Shangrao urban construction investment and Development Group Co., Ltd. provide joint and several liability guarantee for project financing for Yugan Green Energy Co., Ltd. according to the shareholding ratio. The total amount of guaranteed debt principal does not exceed RMB 265 million, of which the total amount of guaranteed debt principal of the company does not exceed RMB 135 million. The guarantee period is 15 years from the date of issuing the first loan.
The above guarantee decision-making procedures are legal, do not hide any foreseeable guarantee risks, and the information disclosure is complete. 2. Mortgage shop of Zhejiang Shenying Group Co., Ltd
As of the date of the court’s ruling to accept the bankruptcy liquidation of Zhejiang Shenying Group Co., Ltd. (hereinafter referred to as “Shenying group”) (April 29, 2016), the company provided guarantee for the bank financing of Shenying group, and the actual balance was 157 million yuan. As of February 2018, the company has compensated the bank principal of 157 million yuan and interest of 1274100 yuan for Shenying group, totaling 158274100 yuan.
The above compensation and related expenses of 548600 yuan have been reported to the manager of Shenying group.
As for the counter guarantee mortgage shops guaranteed by the company to Shenying group, according to the judgment of the second instance of Shaoxing intermediate people’s court, Zhejiang Province, the company paid 5714368308 yuan as compensation for the realization price of 14 shops in Zhuji langzhen happy home community Up to the date of actual repayment, the interest loss calculated according to the benchmark interest rate of loans of the same grade in the same period (limited to 6% of the annual interest rate) published by the people’s Bank of China (including 30000000 yuan from November 23, 2016 and 2714368308 yuan from November 24, 2016) and the lawyer’s agency fee of 350000 yuan shall be paid preferentially; The realization price of 18 shops in Zhuji dingshengyuan community enjoys the priority of compensation within the range of 69 million yuan. According to the value of counter guarantee assets and the amount of possible compensation in the future, the above shops have accrued bad debt reserves of 599634 million yuan by the end of 2020.
The second meeting of the seventh board of directors of the company decided to authorize the management to exercise the right of discount compensation on the premise of appropriate price, that is, the management of the company and the bankruptcy administrator should sign a debt compensation agreement and transfer the warrants of the two shops to the company in due time. Through the coordination and joint efforts of various parties, the above 14 shops in happy home and 18 shops in dingshengyuan have been transferred to the name of the company in August 2021.
(III) nomination and remuneration of senior managers
1. Nomination and appointment
(1) At the 42nd meeting of the seventh board of directors of the company, LV Ziqiang and Zhao Lin were appointed as deputy general managers of the company upon the nomination of the general manager of the company.
(2) In view of the expiration of the term of office of the former senior managers and the first meeting of the eighth board of directors of the company, Luo Shuiyuan was reappointed as the general manager of the company and Guo Ying as the Secretary of the board of directors of the company upon the nomination of the chairman of the company; Nominated by the general manager of the company, Hu Yunjin, Zhao Lin, Feng Baoming, Shou song, Wu Quanming and LV Ziqiang were reappointed as the deputy general managers of the company, and Wang Yiwei was reappointed as the chief financial officer of the company.
The above-mentioned senior managers meet the requirements of performing relevant duties, and their qualifications comply with the company law, the articles of association and other relevant provisions; The above nomination and appointment procedures are legal.
2. The remuneration plan of the company’s directors and senior managers shall be formulated by the board of directors and approved by the general meeting of shareholders. The remuneration and evaluation committee of the board of directors of the company is responsible for evaluating the annual performance of senior managers.
As of the end of the reporting period, the directors and senior managers of the company had been diligent and their remuneration was in line with the resolutions of the general meeting of shareholders and the remuneration management system of the company.
(IV) performance forecast
The company’s net profit attributable to shareholders of Listed Companies in 2020 was 523194 million yuan, a decrease of 42.28% over the same period of the previous year. The performance fluctuation did not meet the requirements of performance notice disclosure. The performance of the company in 2020 was not disclosed in advance, which complies with relevant regulatory regulations.
(V) appointment of accounting firms
Tianjian Certified Public Accountants (special general partnership) is qualified to carry out securities and futures related businesses. In the process of serving as the company’s special audit and financial report audit institution over the years, it can fulfill its duties, follow the independent, objective and fair practice standards, and better complete various audit tasks; Occupational risk fund refers to that the purchase of occupational insurance complies with the relevant provisions of the Ministry of Finance and has sufficient investor protection ability; Members of the project team have no circumstances that may affect their independence, and have not been subject to criminal or administrative punishment in the past three years. Approved by the company’s 2020 annual general meeting, the company renewed the appointment of Tianjian Certified Public Accountants (special general partnership) as the company’s internal control and financial report audit institution in 2021.
(VI) cash dividends and other investor returns
In May 2021, the 2020 annual general meeting of shareholders of the company decided that in view of the negative undistributed profits of the parent company at the end of 2020, the company will not distribute profits in 2020. The scheme complies with relevant laws and regulations and the articles of association.
(VII) performance of commitments made by shareholders of the company
During the reporting period, the shareholders of the company strictly fulfilled their commitments.
(VIII) implementation of information disclosure
During the reporting period, the company followed the principles of truthfulness, accuracy, integrity, fairness and timeliness and conscientiously completed all information disclosure work. No violation of laws and regulations was found in the company’s information disclosure.
(IX) implementation of internal control
During the reporting period, the company continued to improve its internal control mechanism. By the end of the reporting period, the company had maintained effective internal control in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations.
(x) operation of the board of directors and its subordinate special committees
During the reporting period, the board of directors and its four special committees on strategy, audit, nomination, remuneration and assessment performed their respective duties and duties diligently in accordance with the requirements of relevant laws and regulations, and actively promoted the scientific operation of the board of directors and the efficient implementation of the decisions of the board of directors.
（11） Relevant proposals
During the reporting period, independent directors did not propose to convene the board of directors, to employ or dismiss accounting firms, and to independently employ external audit institutions and consulting institutions.
（12） Other matters that the independent directors think the company needs to improve
During the reporting period, the company actively adopted and implemented many suggestions put forward by independent directors, such as strengthening project information management.
4、 Overall evaluation and recommendations
During the reporting period, we paid close attention to the changes of the company’s business environment, the progress of relevant major issues and daily operation, actively understood and mastered all aspects of dynamic information, earnestly fulfilled the obligations of independent directors, gave full play to the role of independent directors, and resolutely safeguarded the interests of the company and all shareholders, especially small and medium-sized shareholders, in accordance with the principles of integrity and diligence and the requirements of relevant laws, regulations and company systems.
In 2022, we will continue to strengthen our own learning, fulfill our duties, be diligent and responsible, and play a positive role in improving the company’s decision-making and control level, accelerating the company’s industrial transformation and upgrading, and taking into account steady and solid development.
Independent directors: Yang Ying, Shen Dongsheng, Zhou Shengjun, Jin zanfang March 30, 2022
