Beijing Originwater Technology Co.Ltd(300070)
Report on the work of independent directors in 2021
Beijing Originwater Technology Co.Ltd(300070) shareholders and shareholder representatives:
As an independent director of Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as “the company”), in 2021, I strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange on GEM, the standardized operation of GEM listed companies, the articles of association and other relevant laws and regulations In accordance with the provisions and requirements of the regulations, he performed the duties of independent directors, earnestly exercised the rights conferred by the company, timely understood the production and operation information of the company, paid comprehensive attention to the development of the company, actively attended the relevant meetings held by the company in 2021, expressed independent and objective opinions on the relevant matters considered by the board of directors, faithfully performed his duties, gave full play to the independent role of independent directors and safeguarded the overall interests of the company, Safeguarding the legitimate rights and interests of all shareholders, especially minority shareholders. The performance of the duties of independent directors in 2021 is now reported to all shareholders as follows:
1、 Attendance at board meetings in 2021
In 2021, with a diligent and responsible attitude, I actively participated in the board of directors held by the company, carefully reviewed the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions, which played a positive role in the correct decision-making of the board of directors.
In 2021, the convening of the board of directors of the company met the legal procedures, and the voting on major issues fulfilled the relevant examination and approval procedures. I voted in favour of all proposals on the board of directors without negative votes or abstention. In 2021, the company held 19 meetings of the board of directors. My attendance at the meeting is as follows:
Whether the directors who hold the meeting this year should attend the meeting in person and attend the entrusted meeting in person for two consecutive times
19 0 0 no
2、 Opinions of independent directors
In 2021, as an independent director of the company, I strictly abide by my duties and express independent opinions on the following matters of the company in strict accordance with the requirements of the articles of association, working system of independent directors and other relevant systems:
(I) on January 9, 2021, the company issued the “prior approval opinions on matters related to the 55th meeting of the Fourth Board of directors” and the “independent opinions on matters related to the 55th meeting of the Fourth Board of directors”. 1. Prior approval opinions on matters related to the 55th meeting of the Fourth Board of directors;
(1) Proposal on adjusting the scheme of issuing shares to specific objects on the gem (Second Revised Draft);
After reviewing relevant materials such as the proposal on adjusting the company’s plan for issuing shares on the gem to specific objects (the second revised draft), we believe that the revised plan complies with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents, The use of the raised funds complies with the national industrial policies. The stock issuance plan to specific objects is conducive to improving the profitability and core competitiveness of the company, further improving the comprehensive strength of the company, in line with the long-term development plan of the company and the interests of all shareholders, and there is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(2) Proposal on the demonstration and analysis report of the company’s gem stock issuance scheme to specific objects (Second Revised Draft);
After reviewing the demonstration and analysis report on the stock issuance scheme of Beijing Originwater Technology Co.Ltd(300070) gem to specific objects (the second revision), we believe that the report takes into account the company’s industry and development stage, business model, financing planning, financial status, capital demand and other conditions, and fully demonstrates the necessity of issuing shares to specific objects and the appropriateness of the selection scope, quantity and standard of issuing objects, The rationality of the pricing principle, basis, method and procedure of this issuance of shares to specific objects, and the fairness and rationality of the scheme of this issuance of shares to specific objects are in line with the interests of the company and all shareholders, do not damage the interests of the company and shareholders, especially small and medium-sized shareholders, and comply with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association.
(3) Proposal on the company’s plan for issuing shares to specific objects on the gem (Second Revised Draft); After reviewing the Beijing Originwater Technology Co.Ltd(300070) gem stock issuance plan to specific objects (Second Revision), we believe that the contents of the plan for the issuance of shares to specific objects comply with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance registration of companies listed on GEM (for Trial Implementation) and other relevant laws, regulations and normative documents, The use of the raised funds complies with the national industrial policies. The stock issuance plan to specific objects is conducive to improving the profitability and core competitiveness of the company, further improving the comprehensive strength of the company, in line with the long-term development plan of the company and the interests of all shareholders, and there is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(4) Proposal on the feasibility analysis report on the use of funds raised by issuing shares on the gem to specific objects (Second Revised Draft);
After reviewing the feasibility analysis report on the use of funds raised by issuing shares to specific objects on Beijing Originwater Technology Co.Ltd(300070) gem (Second Revision), we believe that the use of funds raised by issuing shares to specific objects is in line with the provisions of relevant national policies, the actual situation and development needs of the company, the current situation and development trend of the company’s industry, the long-term development objectives of the company and the interests of shareholders.
(5) Proposal on the supplementary agreement (II) for the signing of conditional and effective share subscription contract between the company and specific objects;
After reviewing the supplementary agreement (II) between Beijing Originwater Technology Co.Ltd(300070) and China Urban Rural Holding Group Co., Ltd. (hereinafter referred to as “Supplementary Agreement (II)”) signed by the company and the subscribing object, we believe that the supplementary agreement (II) signed by the company and the subscribing object is legal and effective, and there are no acts and circumstances damaging the shareholders’ rights and interests, especially the rights and interests of minority shareholders, It will not affect the independence of listed companies.
(6) Proposal on risk warning and filling measures for diluting immediate return by issuing shares to specific objects on the gem (Second Revision);
After reviewing Beijing Originwater Technology Co.Ltd(300070) on risk tips and filling measures for diluting the immediate return by issuing shares to specific objects on the gem (Second Revision), we believe that the company has carefully analyzed and formulated relevant measures on the impact of this issuance of shares to specific objects on the company’s main financial indicators and the impact of this issuance of shares to specific objects on the diluted immediate return. The dilution of the company’s expected immediate income is reasonable, and the measures to fill the immediate income comply with the provisions of relevant laws, regulations and normative documents, which is conducive to safeguarding the legitimate rights and interests of small and medium-sized investors.
(7) Proposal on changing the holding subsidiary to provide guarantee and related party transactions for Anshun liangchenguang Qiwen Travel Co., Ltd. to apply for financial leasing business from related parties;
The subject matter of this change of guarantee is that Anshun Liangchen Guangqi Cultural Tourism Co., Ltd. applies for financial leasing business and provides guarantee to the related party CCCC financial leasing (Guangzhou) Co., Ltd. the above change constitutes a related party transaction. The company has submitted relevant information about the above transaction to me. After review, the above matters comply with the provisions of relevant laws, regulations and normative documents.
In conclusion, we believe that the proposal of the 55th meeting of the Fourth Board of directors of the company complies with the provisions of relevant laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. We agree to submit relevant proposals to the 55th meeting of the Fourth Board of directors for deliberation.
2. Independent opinions on matters related to the 55th meeting of the Fourth Board of directors.
(1) Proposal on adjusting the scheme of issuing shares to specific objects on the gem (Second Revised Draft);
After carefully reviewing the proposal on adjusting the company’s gem stock issuance scheme to specific objects (second revision draft) submitted by the board of directors of the company, we believe that the revised scheme complies with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents, The use of the raised funds complies with the national industrial policies. The revised scheme of issuing shares to specific objects is conducive to improving the profitability and core competitiveness of the company, further improving the comprehensive strength of the company, in line with the long-term development plan of the company and the interests of all shareholders, and there is no behavior damaging the interests of the company and all shareholders, especially small and medium-sized shareholders.
(2) Proposal on the demonstration and analysis report of the company’s gem stock issuance scheme to specific objects (Second Revised Draft);
After reviewing the demonstration and analysis report on the stock issuance scheme of Beijing Originwater Technology Co.Ltd(300070) gem to specific objects (the second revision), we believe that the report takes into account the company’s industry and development stage, business model, financing planning, financial status, capital demand and other conditions, and fully demonstrates the necessity of issuing shares to specific objects and the appropriateness of the selection scope, quantity and standard of issuing objects, The rationality of the pricing principle, basis, method and procedure of this issuance of shares to specific objects, and the fairness and rationality of the issuance scheme of this issuance of shares to specific objects are in line with the interests of the company and all shareholders, do not damage the interests of the company and shareholders, especially small and medium-sized shareholders, and comply with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association.
(3) Proposal on the company’s plan for issuing shares to specific objects on the gem (Second Revised Draft); After reviewing the Beijing Originwater Technology Co.Ltd(300070) gem stock issuance plan to specific objects (Second Revision), we believe that the stock issuance plan to specific objects complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation) and other relevant laws, regulations and normative documents, and the use of raised funds complies with the national industrial policies. The stock issuance plan to specific objects is conducive to improving the profitability and core competitiveness of the company, further improving the comprehensive strength of the company, in line with the long-term development plan of the company and the interests of all shareholders, and there is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(4) Proposal on the feasibility analysis report on the use of funds raised by issuing shares on the gem to specific objects (Second Revised Draft);
After reviewing the feasibility analysis report on the use of funds raised by issuing shares to specific objects on Beijing Originwater Technology Co.Ltd(300070) gem (Second Revision), we believe that the use of funds raised by issuing shares to specific objects is in line with the provisions of relevant national policies, the actual situation and development needs of the company, the current situation and development trend of the company’s industry, the long-term development objectives of the company and the interests of shareholders.
(5) Proposal on the supplementary agreement (II) for the signing of conditional and effective share subscription contract between the company and specific objects;
After reviewing the supplementary agreement (II) between Beijing Originwater Technology Co.Ltd(300070) and China Urban Rural Holding Group Co., Ltd. (hereinafter referred to as “Supplementary Agreement (II)”) signed by the company and the subscribing object, we believe that the supplementary agreement (II) signed by the company and the subscribing object is legal and effective, and there are no acts and circumstances damaging the shareholders’ rights and interests, especially the rights and interests of minority shareholders, It will not affect the independence of listed companies. We agree with this.
(6) Proposal on risk warning and filling measures for diluting immediate return by issuing shares to specific objects on the gem (Second Revision);
After reviewing Beijing Originwater Technology Co.Ltd(300070) on risk tips and filling measures for diluting the immediate return by issuing shares to specific objects on the gem (Second Revision), we believe that the company has carefully analyzed and formulated relevant measures on the impact of this issuance of shares to specific objects on the company’s main financial indicators and the impact of this issuance of shares to specific objects on the diluted immediate return. The dilution of the company’s expected immediate income is reasonable, and the measures to fill the immediate income comply with the provisions of relevant laws, regulations and normative documents, which is conducive to safeguarding the legitimate rights and interests of small and medium-sized investors. We agree with this.
(7) Proposal on changing the holding subsidiary to provide guarantee and related party transactions for Anshun liangchenguang Qiwen Travel Co., Ltd. to apply for financial leasing business from related parties;
Anshun Liangchen Guangqi Cultural Tourism Co., Ltd. is a holding subsidiary of liangye Technology Group Co., Ltd. This change of guarantee subject is to enhance the overall guarantee effectiveness. The guaranteed company has good reputation and operation status. So far, there is no obvious indication that the company may bear the guarantee liability due to the default of the guaranteed party’s debt. The change of the guarantee subject will not adversely affect the normal operation and business development of the company and its holding subsidiaries. The decision-making procedures for the change of the guarantee subject comply with the requirements of relevant laws and regulations such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the Listing Rules of shares on the gem of Shenzhen Stock Exchange and so on. Therefore, we agree to change the guarantee subject this time.
(8) Proposal on providing guarantee for liangye Technology Group Co., Ltd.
Liangye Technology Group Co., Ltd. is a holding subsidiary of the company. So far, there is no obvious indication that the company may bear the guarantee liability due to the default of the guaranteed party’s debt. This guarantee will not adversely affect the normal operation and business development of the company and its holding subsidiaries. The guarantee contents and decision-making procedures comply with the requirements of relevant laws and regulations such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the Listing Rules of shares on the gem of Shenzhen Stock Exchange and so on.
As an independent director of the company, the company agrees to provide joint and several liability guarantee for the comprehensive credit business with an amount not exceeding RMB 295 million applied by liangye Technology Group Co., Ltd. to Bank Of Communications Co.Ltd(601328) Beijing Shangdi sub branch, with a business term of 1 year and a guarantee period of 2 years from the date of expiration of the guaranteed debt under the main contract.
(II) on February 24, 2021, the company issued the “prior approval opinions on matters related to the 56th meeting of the 4th board of directors” and the “independent opinions on matters related to the 56th meeting of the 4th board of directors”.
1. Prior approval opinions on matters related to the 56th meeting of the Fourth Board of directors;
Beijing Bishui
