Chongqing Water Group Co.Ltd(601158)
Report on the work of independent directors in 2021
As an independent director of the 5th board of directors of Chongqing Water Group Co.Ltd(601158) (hereinafter referred to as “the company”), in 2021, we performed our duties independently in strict accordance with the relevant provisions of the company law, the securities law, the stock listing rules of Shanghai Stock Exchange, the guidelines for the performance of duties of independent directors of listed companies, the articles of association and other laws and regulations, as well as the relevant requirements of the securities regulatory authorities, and timely learned about the production, operation and development of the company, Attended all shareholders’ meetings and board meetings on time, and expressed independent opinions on relevant proposals of the board of directors, gave full play to the role of independent directors, and effectively safeguarded the legitimate rights and interests of the company, all shareholders, especially minority shareholders. The specific work in 2021 is reported as follows:
1、 Basic information of independent directors
Zhang Zhi: he has successively served as lecturer, associate professor, professor and vice president of Chongqing Institute of architecture and engineering, Chongqing University of architecture and technology and Chongqing University. He is now a professor of the school of environment and ecology of Chongqing University. Fu Daqing: senior lawyer of Taihe Thai (Chongqing) law firm, master of law. Shi Hui: general manager of Chongqing Branch of Yinxin Asset Appraisal Co., Ltd., certified public accountant (senior member), ACCA (International Chartered Certified Public Accountant), iacva (international enterprise value appraisal Analyst), asset appraiser.
During the reporting period, independent directors Zhang Zhi, Fu Daqing and Shi Hui had the independence required by the guiding opinions on the establishment of independent director system in listed companies issued by the CSRC,
2、 Annual performance of independent directors
During the reporting period, the board of directors of the company completed the change of office on March 8, 2021, and the term of office of the original independent directors of the Fourth Board of directors, Mr. Zhang Qin, Mr. Cheng Yuanwei and Mr. Yu Jianfeng, ended on March 8, 2021.
In 2021, the Fourth Board of directors of the company held two meetings and one meeting of independent directors. Independent directors Zhang Qin, Cheng Yuanwei and Yu Jianfeng all attended the meeting and voted in favour of all proposals considered at the meeting, without objection or abstention.
Mr. Cheng Yuanwei and Mr. Yu Jianfeng, as members of the nomination committee and the audit committee of the Fourth Board of directors of the company, attended the meetings of the nomination committee and the audit committee once respectively, and voted in favour of all proposals considered at the meeting, without objection or abstention.
In 2021, we attended all 13 meetings held by the Fifth Board of directors and one meeting of independent directors. We voted in favour of all proposals considered at each meeting of the Fifth Board of directors, without objection or abstention.
As a member of the strategy committee of the 5th board of directors, Mr. Zhang Zhi attended all 2 meetings of the strategy committee of the board of directors; As members of the audit committee of the 5th board of directors, Mr. Fu Daqing and Ms. Shi Hui attended all 7 meetings of the audit committee of the 5th board of directors; Mr. Zhang Zhi and Ms. Shi Hui, as members of the remuneration and assessment committee of the 5th board of directors of the company, attended all three meetings of the remuneration and assessment committee of the 5th board of directors. We voted in favour of the motions of the above meetings and did not oppose them
In 2021, Mr. Zhang Qin, Mr. Cheng Yuanwei and Mr. Yu Jianfeng attended the first extraordinary general meeting of shareholders held by the company in 2021; Mr. Zhang Zhi, Mr. Fu Daqing and Ms. Shi Hui attended the first extraordinary general meeting of shareholders in 2021 and the annual general meeting of shareholders in 2020.
In 2021, the company provided relevant information in advance for all major matters that need to be considered and decided by the board of directors of the company, and timely communicated with all independent directors to introduce the specific situation. The Secretary of the board of directors and relevant staff of the company gave active support and cooperation to the work of independent directors and assisted independent directors to better perform their duties.
3、 Key issues of duty performance in 2021
1. Related party transactions: we believe that the contents, decisions and voting procedures of the company’s daily related party transactions and major related party transactions during the reporting period comply with the provisions of the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and other relevant laws, regulations and the articles of Association. The company and related parties shall determine the transaction price fairly, openly and reasonably in accordance with the market transaction principle. There is no situation that damages the interests of the company’s shareholders, especially the minority shareholders, and will not affect the company’s sustainable operation ability and independence.
2. External guarantee and fund occupation of related parties:
The company’s external guarantee matters shall be subject to the statutory examination and approval procedures in strict accordance with the provisions of laws and regulations and the articles of association, and can fulfill the obligation of information disclosure in accordance with the provisions. The decision-making and examination and approval procedures are legal and effective. There is no violation of external guarantee and overdue guarantee, and there is no damage to the interests of the company’s shareholders, especially small and medium-sized shareholders.
During the reporting period, the capital transactions between the company and related parties belong to the capital transactions in the normal business process, and there is no illegal occupation of the company’s funds by shareholders and related parties. 3. During the reporting period, the company did not change the accounting firm.
4. Performance of commitments of the company and its shareholders: during the reporting period, Chongqing Derun environment Co., Ltd., the controlling shareholder of the company, and Chongqing Water Group Co.Ltd(601158) environment Holding Group Co., Ltd., the shareholder of the company, did not violate their commitment to avoid horizontal competition.
5. Implementation of information disclosure: during the reporting period, we urged the company to do a good job in information disclosure and insider trading prevention and control in accordance with the provisions of the Listing Rules of Shanghai Stock Exchange and the management system of company information disclosure, so as to effectively protect the interests of investors.
6. Implementation of internal control: the company has basically established a relatively perfect internal control system and can effectively implement it to prevent risks in the process of operation. During the reporting period, the company conducted internal control self-evaluation and issued internal control self-evaluation report. It also hired an intermediary to audit the effectiveness of the company’s internal control over financial reports and issued a standard unqualified internal control audit report.
7. Work of special committees under the board of directors: in 2021, the strategy committee, audit committee, remuneration and assessment committee, nomination committee and other special committees of the board of directors actively carried out relevant work, earnestly performed their respective responsibilities and standardized working procedures. 8. Independent opinions: during the reporting period, in accordance with relevant regulations and from the perspective of protecting the rights and interests of the company and all shareholders, we reviewed the company’s annual dividend plan, expected daily related party transactions and major related party transactions, re employment of audit institutions, external guarantees, revision of accounting policies, entrusted financial management scheme, business performance assessment objectives of the company’s management members in 2021 and their tenure and other major matters, And issued relevant opinions of independent directors accordingly.
9. Other work:
(1) During the preparation of the company’s annual report in 2021 and the preparation of regular reports such as the semi annual report and quarterly report in 2021, we earnestly performed the relevant responsibilities of independent directors, fully communicated with the annual report audit institution, and put forward professional opinions on the preparation of the company’s above-mentioned periodic reports, so as to ensure that the preparation of the company’s periodic reports is timely, accurate, true and complete.
(2) There is no proposal to convene a board meeting or an extraordinary general meeting of shareholders.
(3) There is no independent engagement of external audit institutions and consulting institutions.
4、 Overall evaluation and recommendations
During the reporting period, we maintained good communication with the company’s management, actively attended the meetings of the board of directors, the general meeting of shareholders and the special committees of the board of directors, expressed our opinions and exercised our powers at the meetings of the board of directors and the special committees, actively participated in the decision-making of major matters of the company, performed the obligations of independent directors independently, fairly and conscientiously, and used our professional knowledge and rich experience to provide decision-making reference for the company, They have better performed the duties of independent directors stipulated in relevant laws and regulations and the articles of association, and safeguarded the legitimate rights and interests of the company and all shareholders.
