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:
The directors who hold the meeting in this year should attend the meeting in person, whether they are absent from the meeting for two consecutive times, and whether they attend the meeting in person
19 16 0 0 0 no
Note: I was elected as an independent director of the company at the third extraordinary general meeting of shareholders on March 16, 2021.
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 March 31, 2021, the company issued the "prior approval opinions on matters related to the second meeting of the Fifth Board of directors" and the "independent opinions on matters related to the second meeting of the Fifth Board of directors".
1. Prior approval opinions on matters related to the second meeting of the Fifth Board of directors;
(1) Proposal on reappointment of accounting firm in 2021;
After verification, Daxin Certified Public Accountants (special general partnership) is qualified to engage in securities business and has the experience and ability to provide audit services for listed companies. During his tenure as the company's audit institution, he followed the independent, objective and fair practice standards, ensured the smooth development of the company's work, better fulfilled the responsibilities and obligations of the audit institution, and was conducive to protecting the interests of the company and other shareholders, especially the interests of small and medium-sized shareholders. The review procedures for the renewal of the accounting firm comply with the relevant provisions of relevant laws and regulations. Agree to renew the appointment of Daxin Certified Public Accountants (special general partnership) as the company's audit institution in 2021, and agree to submit the proposal to the second meeting of the Fifth Board of directors for deliberation.
(2) Proposal on the prediction of daily connected transactions in 2021;
The company cooperates with China Communications Construction Group Co., Ltd., Tianjin Bihai sponge City Co., Ltd., Jilin Beijing Originwater Technology Co.Ltd(300070) Water Technology Co., Ltd., Zhejiang Beijing Originwater Technology Co.Ltd(300070) Environmental Technology Co., Ltd., Fujian Zhangfa Beijing Originwater Technology Co.Ltd(300070) Technology Co., Ltd., Guangdong Haiyuan Environmental Protection Technology Co., Ltd., Xinjiang Beijing Originwater Technology Co.Ltd(300070) Environmental Resources Co., Ltd., Qingdao water Beijing Originwater Technology Co.Ltd(300070) Technology Development Co., Ltd., Xi'an Biyuan water Co., Ltd The daily connected transactions to be conducted between Xinjiang Kunlun new water source technology Co., Ltd., Deyang Jinghui Investment Co., Ltd., Tianjin Kaiying Technology Development Co., Ltd., Bixing Wulian Technology (Shenzhen) Co., Ltd. and Greton Power Co., Ltd. are due to the normal business needs of the company. The transaction price adopts the principle of fair pricing, which is in line with the overall interests of the company and all shareholders. Agree to submit this matter to the board of directors of the company for deliberation, and the related directors shall perform the withdrawal voting procedure.
(3) Proposal on providing guarantee for Xi'an Biyuan water Co., Ltd.
The matters that the company intends to provide guarantee for the joint-stock company Xi'an Biyuan water Co., Ltd. constitute related party transactions, and the company has submitted relevant materials on the above transactions to me.
As an independent director of the company, I hereby agree to submit this proposal to the board of directors for deliberation in accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association.
2. Independent opinions on matters related to the second meeting of the Fifth Board of directors.
(1) Independent opinions on related party transactions of the company in 2020;
The related party transactions of the company in 2020 are fair and impartial, and there is no obvious unfairness, manipulation of the company's profits through related party transactions, or damage to the interests of the company and other shareholders. The decision-making procedures comply with the provisions of relevant laws, regulations and the articles of association, and the pricing of related party transactions follows the principles of fairness and rationality.
(2) Opinions on internal control of the company;
The company's current internal control system and control system have been basically established and improved, which can meet the requirements of the company's management and the needs of the company's development, provide reasonable guarantee for the preparation of true and fair financial statements, and ensure the good operation of the company's business activities and the implementation of relevant national laws and regulations and the company's internal rules and regulations. Since the formulation of the company's internal control system, the company's internal control over related party transactions, external guarantees, use of raised funds, major investments, information disclosure, etc. has been strict, sufficient and effective, which ensures the normal operation and management of the company, conforms to the actual situation of the company, and is reasonable and effective. After review, we believe that the company's 2020 internal control self-evaluation report comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system.
(3) Independent opinions on the occupation of funds by the company's controlling shareholders and other related parties and the company's external guarantee in the current period;
After careful understanding and verification of the funds occupied and external guarantees by the controlling shareholders and related parties during the reporting period, we believe that: ① there was no abnormal occupation of the company's funds by the controlling shareholders and other related parties during the reporting period; ② During the reporting period, the company did not provide guarantees for controlling shareholders, other related parties, any legal entity or individual.
(4) Independent opinions on the remuneration of directors and senior managers of the company;
In accordance with the relevant provisions of the articles of association and other relevant laws and regulations, after reviewing the relevant proposal materials, we express independent opinions on the remuneration of the company's directors, supervisors and senior managers as follows:
In 2020, the company can strictly implement the salary of senior managers and relevant incentive and assessment system. The incentive and assessment system and salary payment procedures formulated comply with the provisions of relevant laws, regulations and the articles of association. The disclosed salary is reasonable and true. The salary payment procedures of senior managers in this year comply with the relevant provisions. We have no objection to this.
(5) Independent opinions on the prediction of daily connected transactions in 2021;
In accordance with the company law of the people's Republic of China, Shenzhen Stock Exchange GEM Listing Rules and other laws, regulations, normative documents and the articles of association, as an independent director of the company, he expressed the following independent opinions on the proposal on the prediction of daily connected transactions in 2021 deliberated and adopted at the second meeting of the Fifth Board of directors of the company:
The transactions between the company and related parties are conducted in accordance with the principle of fairness and voluntariness, and the transaction price is determined according to the fair price. There is no violation of the principles of openness, fairness and impartiality, and there is no behavior damaging the interests of the company and shareholders. When the board of directors of the company deliberated on this related party transaction, the related directors made a withdrawal vote, and the deliberation and voting procedure was legal and effective, in line with the provisions of relevant laws, regulations and the articles of association.
(6) Independent opinions on the company's profit distribution plan in 2020;
After carefully reading the company's 2020 profit distribution plan and other materials, and inquiring about the relevant situation, the independent directors expressed the following independent opinions:
The 2020 profit distribution plan of the company is in line with the actual situation of the company. The accumulated profit distributed by the company in cash shall not be less than 15% of the annual distributable profit realized this year. There is no violation of laws and regulations or damage to the interests of shareholders of the company, especially small and medium-sized shareholders. Therefore, it is agreed that the profit distribution plan of the company shall be submitted to the general meeting of shareholders for deliberation.
(7) Independent opinions on renewing the appointment of accounting firms in 2021;
Daxin Certified Public Accountants (special general partnership) has rich experience and professional quality in the audit of listed companies. During his tenure as the company's audit institution, he followed the independent audit standards for Chinese certified public accountants, was diligent and conscientious, and fairly and reasonably expressed independent audit opinions. In order to ensure the smooth progress of the company's audit work, we agree to continue to employ Daxin Certified Public Accountants (special general partnership) as the company's audit institution in 2021.
(8) Independent opinions on changes in accounting policies;
After deliberation, this accounting policy change is a reasonable change in accordance with the relevant notice requirements issued by the Ministry of finance, and complies with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shenzhen Stock Exchange. The change of accounting policy has fulfilled the relevant approval procedures, complies with the requirements of laws, regulations and normative documents and the provisions of the articles of association, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, it is unanimously agreed that this accounting policy change.
(9) Independent opinions on correction of accounting errors;
After deliberation, the correction of accounting errors and the adjustment of accounting statements in relevant periods of the company, Comply with the relevant provisions of the accounting standards for Business Enterprises No. 28 - changes in accounting policies and accounting estimates and correction of errors, the rules for the preparation of information disclosure by companies offering securities to the public No. 19 - correction and related disclosure of financial information, and the business handling guidelines for companies listed on the gem No. 2 - matters related to the disclosure of periodic reports, which is helpful to objectively and fairly reflect the financial status and operating performance of the company in the relevant accounting period, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, it is unanimously agreed that the correction of accounting errors. (10) Independent opinions on repurchase and cancellation of some restricted shares;
After review, the independent directors believe that the repurchase and cancellation of equity incentive restricted shares by the company this time complies with the company law of the people's Republic of China, the securities law of the people's Republic of China and other relevant laws, regulations, normative documents and the relevant provisions of the company's 2019 restricted stock incentive plan, does not damage the rights and interests of the company and all shareholders, and will not have a significant impact on the company's operating performance, Nor will it affect the diligence of the company's management team.
In conclusion, the independent directors unanimously agreed to repurchase and cancel 10 million restricted shares granted but not yet unlocked in the second unlocking period specified in the company's 2019 restricted stock incentive plan.
(11) Independent opinions on adjusting shareholders' compensation for the company's performance commitments;
The adjustment to the performance commitment compensation of shareholders to the listed company is a reasonable adjustment based on objective conditions, which is in line with the long-term development plan of the company, the content of the adjustment is in line with the overall interests of the company and all shareholders, and will not have a significant adverse impact on the normal operation and business development of the company. The relevant decision-making procedures comply with the relevant laws and regulations of the China Securities Regulatory Commission, the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, and there is no situation that damages the interests of all shareholders, especially small and medium-sized shareholders. As an independent 4 director of the company, we agree to the adjustment of the performance commitment compensation of the shareholders to the listed company, and agree to submit the proposal to the general meeting of shareholders for deliberation.
(12) Independent opinions on providing guarantee for Beijing gerun Meiyun environmental governance Co., Ltd;
Beijing gerun Meiyun environmental governance Co., Ltd. is a wholly-owned subsidiary of the company. So far, there is no obvious indication that the company may bear the guarantee liability due to the debt default of the guaranteed party. 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 130 million applied by Beijing gerun Meiyun environmental governance Co., Ltd. to Industrial And Commercial Bank Of China Limited(601398) Miyun sub branch, with a business term of 15 years and a guarantee period of 3 years from the next day of the expiration of the guaranteed debt under the main contract.
(13) Independent opinions on providing guarantee for Hebei Zhengding Jingyuan Environmental Technology Co., Ltd;
Hebei Zhengding Jingyuan Environmental Technology Co., Ltd. is a wholly-owned subsidiary of the company. So far, there is no obvious indication that the company may bear the guarantee liability due to the debt default of the guaranteed party. 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 fixed asset loan business with an amount not exceeding RMB 91.5 million applied by Hebei Zhengding Jingyuan Environmental Technology Co., Ltd. to China Merchants Bank Co.Ltd(600036) Shijiazhuang branch. The business term is 15 years, and the guarantee period is limited to the expiration of the performance period of the guaranteed debt under the main contract.
(14) Independent opinions on providing guarantee for Beijing Bitong TAIMA water environment treatment Co., Ltd; Beijing Bitong TAIMA water environment treatment 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 regulations for companies listed on the gem of Shenzhen Stock Exchange
