2021 annual report of independent directors
As an independent director of the Fourth Board of directors of Welle Environmental Group Co.Ltd(300190) (hereinafter referred to as “the company”), during the reporting period, I performed my duties diligently and conscientiously in strict accordance with the requirements of the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock exchange, the Welle Environmental Group Co.Ltd(300190) articles of association, the working rules of Welle Environmental Group Co.Ltd(300190) independent directors and other relevant regulations, actively attended the relevant meetings of the company and carefully considered various proposals of the board of directors, Express independent opinions on relevant matters, timely understand the operation of the company, pay attention to the development of the company, and safeguard the legitimate rights and interests of the company and all shareholders. The following report is made on the performance of duties during the reporting period:
1、 Attendance at meetings
In 2021, I actively participated in the board of directors and shareholders’ meeting held by the company, maintained full communication with the company’s management, strictly considered and voted on various proposals submitted by the board of directors, and supervised and guided the convening of the board of directors meeting and the voting of proposals. During the reporting period, the company held 3 general meetings of shareholders and 8 meetings of the board of directors. I should attend 8 meetings of the board of directors and actually attended 8 meetings. There were no two consecutive times of not attending the meeting in person.
In 2021, after my careful deliberation, I did not raise any objection to the proposals and related matters proposed by the board of directors, and I approved all the proposals considered by the board of directors. In my opinion, the convening of the board of directors and the general meeting of shareholders of the company during the reporting period complied with legal procedures.
2、 Expression of independent opinions
During the reporting period, I gave independent opinions on the following matters of the company:
1. On January 15, 2021, the company held the 15th meeting of the 4th board of directors, and I gave relevant independent opinions on the independent opinions on changing the implementation location of some raised capital investment projects and the independent opinions on providing guarantee for Changzhou Welle Environmental Group Co.Ltd(300190) kitchen waste treatment Co., Ltd., a wholly-owned subsidiary of the company.
2. On April 8, 2021, the company held the 16th meeting of the Fourth Board of directors, and I made my own comments on the occupation of the company’s funds by the company’s controlling shareholders and other related parties in 2020, external guarantees in 2020, related party transactions in 2020, self-evaluation report on internal control in 2020, profit distribution in 2020 The company reviewed and inspected the deposit and use of the raised funds in 2020 and issued relevant independent opinions, and issued relevant independent opinions on the use of idle raised funds to purchase breakeven financial products and the appointment of the company’s audit institution in 2021. At the same time, it also issued prior approval opinions on the company’s renewal of the appointment of the audit institution.
3. On April 27, 2021, the company held the 17th meeting of the Fourth Board of directors. I gave relevant independent opinions on providing guarantee for Nanjing dule refrigeration equipment Co., Ltd., a subsidiary of the company, Hangzhou energy and Environmental Engineering Co., Ltd., a wholly-owned subsidiary of the company, and Suzhou Hanfeng Technology Development Co., Ltd., a wholly-owned subsidiary of the company.
4. On May 28, 2021, the company held the 18th meeting of the Fourth Board of directors, and I gave relevant independent opinions on providing guarantee for Shanxi Guoxin biomass energy development Co., Ltd., a joint-stock subsidiary of the company.
5. On July 8, 2021, the company held the 19th meeting of the Fourth Board of directors. I gave relevant independent opinions on the by election of non independent directors and the use of surplus raised funds and interest to permanently supplement working capital.
6. On August 24, 2021, the company held the 20th meeting of the Fourth Board of directors. I reviewed the special report of the company in the first half of 2021 on the occupation of the company’s funds by controlling shareholders and other related parties, the company’s external guarantees, related party transactions in the first half of 2021, and the deposit and use of raised funds in the second half of 2021, and issued relevant independent opinions, He also expressed relevant independent opinions on the proposal on providing guarantee for Suzhou Hanfeng Technology Development Co., Ltd., a wholly-owned subsidiary of the company, the proposal on providing guarantee for Nanjing dule refrigeration equipment Co., Ltd., a wholly-owned subsidiary of the company, and the proposal on using some idle raised funds to purchase breakeven financial products.
7. On October 27, 2021, the company held the 21st Meeting of the 4th board of directors. I made comments on the proposal on appointing the company’s chief financial officer, the proposal on providing guarantee for Hangzhou energy and Environment Engineering Co., Ltd., a wholly-owned subsidiary of the company, and the proposal on providing guarantee for Changzhou Welle Environmental Group Co.Ltd(300190) kitchen waste treatment Co., Ltd., a wholly-owned subsidiary of the company The proposal on providing guarantee for Changzhou Jinyuan mechanical equipment Co., Ltd., a wholly-owned subsidiary of the company, and the proposal on financial leasing of the company and its wholly-owned subsidiaries issued relevant independent opinions.
8. On December 30, 2021, the company held the 22nd Meeting of the 4th board of directors, and I made comments on the proposal on providing guarantee for Welle Environmental Group Co.Ltd(300190) (Suzhou) Energy Technology Co., Ltd., a wholly-owned subsidiary of the company, and the proposal on providing guarantee for Nanjing dule refrigeration equipment Co., Ltd., a subsidiary of the company The proposal on providing guarantee for Hainan Welle Environmental Group Co.Ltd(300190) Environmental Service Co., Ltd., a wholly-owned subsidiary of the company, issued relevant independent opinions.
3、 Work of special committees of the board of directors
The board of directors of the company has an audit committee, a remuneration and assessment committee, a nomination committee and a strategy committee. In 2021, all special committees held meetings on relevant matters of the company. I actively participated in the meeting, evaluated and reviewed the work of directors and senior managers in strict accordance with the requirements of various systems and rules of procedure of the company and performance evaluation standards, and put forward reasonable suggestions. At the same time, carefully consider the submitted proposals and relevant major issues, and put forward opinions and suggestions for the decision-making reference of the board of directors. In 2021, during my tenure, I actively performed the duties of a member of the nomination committee and the strategy committee.
4、 On site inspection of the company
In 2021, with the attitude of diligence and high responsibility to the company and investors, I actively took advantage of the opportunity to participate in various meetings of the company, actively maintained close contact and in-depth communication with other directors, supervisors and senior managers of the company, and timely learned about the management’s daily operation and management, the future development of the enterprise, the establishment and implementation of internal control system, and the implementation of the resolutions of the board of directors and the general meeting of shareholders, Learn the progress of major events of the company in time. In addition, I always pay attention to the media reports of the company, the impact of external environment and market changes on the company, actively put forward suggestions on the operation and management of the company, offer suggestions for the development of the company, supervise and urge the standardized operation of the company, and safeguard the interests of the company and investors.
5、 Protection of investors’ interests
I continue to pay attention to the information disclosure of major events of the company, urge the company to carry out information disclosure in strict accordance with the requirements of laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the administrative measures for information disclosure of listed companies, and use the company’s information to strictly control the information level, Ensure that the company’s information disclosure is true, accurate, complete and timely, and safeguard the interests of the company and investors.
At the same time, I actively pay attention to the company’s production and operation status and financial status, urge the company to establish and improve various systems and implement them perfectly and effectively, carefully consider various proposals, objectively express my own suggestions, make independent and impartial judgments by using my professional knowledge, continue to pay attention to the progress of relevant matters such as the implementation of resolutions of the board of directors, financial management, related party transactions and business development, and promote the standardized operation of the company, Earnestly safeguard the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders.
In addition, I have carefully studied various laws, regulations and rules and regulations newly issued by the CSRC and Shenzhen Stock Exchange, participated in relevant training of regulatory authorities, deepened my understanding and understanding of relevant regulations, further improved my professional level, and strengthened communication with other directors, supervisors and management, which has played a due role in promoting the steady operation of the company.
6、 Other matters
1. During the reporting period, there was no proposal to convene the board of directors;
2. During the reporting period, there was no proposal to hire or dismiss an accounting firm;
3. During the reporting period, there was no independent engagement of external audit institutions and consulting institutions.
As an independent director of the company, I maintained objective independence in the process of performing my duties, actively and effectively performed the duties of an independent director, made objective and fair judgments on major matters of the company, provided constructive opinions and suggestions for the development of the company by using professional knowledge and experience, provided reference opinions for the decision-making of the board of directors, and safeguarded the legitimate rights and interests of the company and investors, especially small and medium-sized investors, It has played a positive role in promoting the steady development of the company.
In the future, I will continue to actively perform the obligations of independent directors in accordance with relevant laws and regulations and the articles of association, give full play to the role of independent directors, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders. At the same time, we hope that the company will develop continuously, stably and healthily in the future and repay investors with more excellent results.
Independent director: Wu haisuo
April 15, 2022
