Tongxing Environmental Protection Technology Co.Ltd(003027)
2021 annual report of independent directors
——As an independent director of Tongxing Environmental Protection Technology Co.Ltd(003027) (hereinafter referred to as “the company”), in 2021, sun fangshe strictly followed the relevant laws and administrative regulations, such as the company law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies, and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board Normative documents and the relevant requirements of the articles of association and the working system of independent directors of the company, perform their duties in good faith, diligently and independently, effectively play the role of independent directors, and better safeguard the legitimate rights and interests of the company and all shareholders. I hereby report my performance of duties in 2021 as follows: I. attendance at the board of directors, shareholders’ general meeting and voting
In 2021, the company held 3 general meetings of shareholders and 12 meetings of the board of directors. I have diligently performed my duties in strict accordance with the requirements of relevant laws and administrative regulations, and have not been absent from the board of directors. The details of attending the meeting are as follows:
1. Attendance at meetings of the board of directors and the general meeting of shareholders
Name should attend the meeting in person and entrust to attend the meeting. Whether there are two consecutive times of not attending the shareholders’ board of directors in person? The number of times is from the number of times of attending the meeting of the board of directors
Sun Fangdu 1200 No 3
2. Voting at the meeting
During the reporting period, the board of directors held by the company complied with the provisions of relevant laws and regulations, the relevant necessary procedures were performed for major business decisions, and the resolutions of the meeting were legal and effective. With the attitude of being responsible for the company and the interests of all shareholders, I gave full play to my professional advantages, made suggestions, actively participated in the discussion and put forward reasonable suggestions, and played a positive role in making scientific decisions for the board of directors of the company.
2、 Opinions of independent directors
During the reporting period, on the basis of careful understanding of the company’s business activities and relying on professional knowledge, I issued special opinions on the company’s regular reports, profit distribution, renewal of audit institutions, restricted stock incentive plan, changes in accounting policies, and other important matters. The specific independent opinions are as follows:
Serial number event time type
1 independent opinion on using raised funds to replace self raised funds invested in advance 2021-1-4 agreed
2. Independent opinion on cash management using some idle raised funds 2021-1-4 agreed
3. Independent opinions on using bank bills to pay the project funds invested by raising funds and placing the raised funds in the same amount as 2021-1-4
4. Independent opinion on the appointment of senior managers of the company 2021-1-4 agreed
5 independent opinion on using raised funds to supplement working capital 2021-1-25 agreed
6. Independent opinions on the use of raised funds to increase the capital of subsidiaries and the implementation of capital increase of subsidiaries to subsidiaries on January 25, 2021
7. Prior approval opinion on the renewal of accounting firm 2021-3-25 agreed
8. Prior approval opinions on the guarantee provided by the actual controller for the company and related party transactions agreed on March 25, 2021
9 special 2021-3-25 consent statement and independent opinions on the accumulated and current funds occupied by related parties and external guarantees of the company
10. Independent opinions on the company’s 2020 profit distribution and capital reserve conversion plan to share capital on March 25, 2021
11. Independent opinion on the self-evaluation report of the company’s internal control in 2020 agreed on March 25, 2021
12 independent opinions on the deposit and use of the company’s raised funds in 2020 agreed on March 25, 2021
13. Independent opinion on the renewal of the accounting firm agreed on March 25, 2021
14. Independent opinion on accounting policy change 2021-3-25 agreed
15. Independent opinion on the guarantee provided by the actual controller for the company and related party transactions 2021-3-25 agreed
16. Independent opinion on the appointment of senior managers of the company agreed on June 15, 2021
17. Independent opinions on 2021 restricted stock incentive plan (Draft) and its summary on July 30, 2021
18. We agree with the independent opinion on the scientificity and rationality of the indicators set in this restricted stock incentive plan on July 30, 2021
19 special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s consent to external guarantees on August 25, 2021
20 independent opinions on the deposit and use of raised funds in the half year of 2021 agreed on August 25, 2021
21 independent opinion on granting restricted shares to incentive objects for the first time 2021-8-30 agreed
22 independent opinion on reserving and granting restricted shares to incentive objects 202111-22 agreed
23 independent opinions on the extension of some investment projects with raised funds agreed on December 13, 2021
24 independent opinion on cash management with idle self owned funds agreed on December 13, 2021
25 independent opinion on using idle raised funds for cash management agreed on December 13, 2021
3、 Conduct on-site investigation on the company and the performance of the Committee. 1. Conduct on-site investigation and understand the operation of the company
In 2021, I took advantage of the opportunity to attend the meeting and other time to conduct on-site investigation and understanding of the company, inspected the implementation of the resolutions of the general meeting of shareholders and the board of directors, project investment, related party transactions, equity incentive plan and other matters, and maintained close contact with the company’s directors, the Secretary of the board of directors, the person in charge of Finance and other relevant staff to timely understand the company’s production, operation Management and the implementation of internal control.
At the same time, continue to pay attention to the publicity and reports of the company, timely learn the progress of major matters of the company, and master the operation dynamics of the company.
2. Appointment of special committees
As the chairman of the audit committee of the board of directors, I can actively guide the company to improve the internal control system and lead the audit committee to earnestly perform its duties in accordance with the provisions of the articles of association and the detailed rules for the work of the audit committee. In 2021, a total of 5 Audit Committee meetings were convened to review the company’s periodic report, the renewal of the audit institution, the work summary and work plan of the internal audit department, etc. In my daily work, with many years of experience in the field of financial accounting, I gave guidance on how to prevent financial risks and improve the ability of risk control and audit supervision.
As a member of the remuneration and assessment committee of the board of directors, I can timely attend the meeting and review the company’s proposals on the remuneration assessment and payment of directors and senior managers in accordance with the relevant requirements of the company’s detailed rules for the work of remuneration and assessment committee.
4、 Work done in protecting the rights and interests of investors
1. Be diligent and responsible, and actively pay attention to the situation of the company
I have an in-depth understanding of the improvement and implementation of the company’s production, operation, management and internal control system, the implementation of resolutions of the general meeting of shareholders and the board of directors, access to relevant materials, listen to relevant reports, communicate with senior managers and relevant staff, pay attention to the company’s operation and governance, actively use my professional knowledge and experience, carefully review each proposal, and be independent, objective and The prudent exercise of voting rights has effectively promoted the scientificity and objectivity of the board of directors in decision-making and effectively safeguarded the interests of the company and all shareholders.
2. Strengthen supervision and continue to pay attention to the company’s information disclosure
I have effectively supervised and verified the operation of the company’s three meetings and other matters, and focused on the information disclosure of the company in major matters. The company can strictly implement the information disclosure in accordance with the requirements of the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the information disclosure management system, so as to ensure the authenticity, accuracy and accuracy of the company’s information disclosure
3. Promote governance and improve the construction of the company’s internal control system
In combination with the relevant requirements of the basic norms of enterprise internal control and the supporting guidelines of internal control, urge the directors, supervisors and senior managers of the company to seriously study and understand the spirit of internal control documents. During this period, I assisted the company to complete the revision of the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and other systems, so as to promote the construction and implementation of the company’s further improve the internal control system and standardize corporate governance.
4. Strengthen learning and improve the ability to perform duties
In 2021, on the basis of my major, I actively studied the relevant laws, administrative regulations and normative documents newly issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, continuously improved my ability to perform my duties, especially the understanding and understanding of standardizing corporate governance and protecting the rights and interests of social public shareholders, and effectively strengthened the ability to protect the interests of the company and investors.
5. Strengthen communication and safeguard the rights and interests of minority shareholders
I keep in touch with the minority shareholders of the company, and timely feed back the minority shareholders’ suggestions to the management of the company. At the same time, I also participated in the company’s 2020 annual performance online briefing together with the company’s senior executives, seriously and actively responded to investors’ questions and enhanced exchanges with investors.
5、 Other work performed by independent directors
1. There is no proposal to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There was no independent engagement of external audit institutions and consulting institutions.
6、 Problems and suggestions of the company
The company should continue to strengthen the research on relevant industrial chains and industrial policies, grasp the industrial development trend and do a good job in screening investment projects. Maintain steady operation and control internal risks. Improve the quality of corporate governance and strive to create greater value for the company and shareholders.
During my tenure, I will continue to faithfully and diligently perform the duties of independent directors in accordance with the requirements of relevant laws and administrative regulations, give full play to my professional knowledge and work experience, strive to promote the healthy, sustainable and stable development of the company, and actively safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. I sincerely thank the board of directors, management and relevant staff of the company for their active cooperation and support during my performance of duties!
Independent director: sun Fangdu April 18, 2022
Tongxing Environmental Protection Technology Co.Ltd(003027)
2021 annual report of independent directors
——GUI Jian Liu
As an independent director of Tongxing Environmental Protection Technology Co.Ltd(003027) (hereinafter referred to as “the company”), in 2021, I strictly followed the relevant laws and administrative regulations, such as the company law, the standards for the governance of listed companies, the rules for independent directors of listed companies, and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board Normative documents and the relevant requirements of the articles of association and the working system of independent directors of the company, perform their duties in good faith, diligently and independently, effectively play the role of independent directors, and better safeguard the legitimate rights and interests of the company and all shareholders. I hereby report my performance of duties in 2021 as follows: I. attendance at the board of directors, shareholders’ general meeting and voting
In 2021, the company held 3 general meetings of shareholders and 12 meetings of the board of directors. I have diligently performed my duties in strict accordance with the requirements of relevant laws and administrative regulations, and have not been absent from the board of directors. The details of attending the meeting are as follows:
1. Attendance at meetings of the board of directors and the general meeting of shareholders
Name should attend the meeting in person and entrust to attend the meeting. Whether there are two consecutive times of not attending the shareholders’ board of directors in person? The number of times is from the number of times of attending the meeting of the board of directors
Liu Guijian 12 0 0 No 3
2. Voting at the meeting
In 2021, the convening of the board of directors and the general meeting of shareholders of the company complied with the legal procedures, and the major business decision-making and other major matters were subject to the relevant examination and approval procedures, which were legal and effective. Therefore, I voted for all the proposals considered by the board of directors of the company, and there were no objections, reservations or inability to express opinions. 2、 Opinions of independent directors
During the reporting period, on the basis of a careful understanding of the company’s business activities, I relied on my professional knowledge to calculate the company’s regular reports, profit distribution, re employment of audit institutions and restricted stock incentives
